-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OE6ZR8LQsn93f03Wf1YyHcSUWBmGOI6r7PZWYDd3Dtvh4eZoTs/h8gaV7EQRqpQf FSk5jfMqvhsNqPiFZ2eLIQ== 0000893220-06-001925.txt : 20060825 0000893220-06-001925.hdr.sgml : 20060825 20060825103908 ACCESSION NUMBER: 0000893220-06-001925 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060531 FILED AS OF DATE: 20060825 DATE AS OF CHANGE: 20060825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILMINGTON TRUST CORP CENTRAL INDEX KEY: 0000872821 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 510328154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14659 FILM NUMBER: 061054457 BUSINESS ADDRESS: STREET 1: RODNEY SQUARE NORTH STREET 2: 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890-0001 BUSINESS PHONE: 3026518378 MAIL ADDRESS: STREET 1: 1100 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19890-0001 11-K 1 w24427e11vk.txt FORM 11-K WILMINGTON TRUST CORPORATION FORM 11-K [X] ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ___________ to ___________ COMMISSION FILE NUMBER: 1-14659 A. Full Title of Plan: 2004 Employee Stock Purchase Plan B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 1. The 2004 Employee Stock Purchase Plan affords staff members the opportunity to acquire shares of Wilmington Trust Corporation's stock. 2. a. The written consent of the independent registered public accounting firm with respect to the financial statements for the 2004 Employee Stock Purchase Plan is attached hereto as Exhibit 23. b. The financial statements required to be filed for the 2004 Employee Stock Purchase Plan are attached hereto as Exhibit 99. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the following individuals, who administer the 2004 Employee Stock Purchase Plan, have signed this Form 11-K as of August 25, 2006. /s/ William J. Farrell II (SEAL) ---------------------------------- William J. Farrell II, Chairman /s/ Gerard A. Chamberlain (SEAL) ---------------------------------- Gerard A. Chamberlain /s/ I. Gail Howard (SEAL) ---------------------------------- I. Gail Howard /s/ Kevyn N. Rakowski (SEAL) ---------------------------------- Kevyn N. Rakowski 2 EXHIBIT INDEX
Exhibit Number Exhibit Page Number - -------------- ------- ----------- 23 Consent of independent registered public accounting firm 5 99 Financial statements 7
3 EX-23 3 w24427exv23.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Wilmington Trust Corporation Benefits Administration Committee: We consent to the incorporation by reference in the Registration Statement (No. 333-114597) on Form S-8 of Wilmington Trust Corporation of our report dated August 11, 2006, with respect to the statements of financial condition of the Wilmington Trust Corporation 2004 Employee Stock Purchase Plan as of May 31, 2006 and 2005, and the related statements of income and changes in participants' equity for the years then ended, which report appears in the May 31, 2006 annual report on Form 11-K of the Wilmington Trust Corporation 2004 Employee Stock Purchase Plan. /s/ KPMG LLP Philadelphia, Pennsylvania August 23, 2006 EX-99 4 w24427exv99.txt FINANCIAL STATEMENTS FINANCIAL STATEMENTS EXHIBIT 99 WILMINGTON TRUST CORPORATION 2004 EMPLOYEE STOCK PURCHASE PLAN WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MAY 31, 2006 AND 2005 AUDITED FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 2004 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 2006 AND 2005 FINANCIAL STATEMENTS
PAGE ---- Report of Independent Registered Public Accounting Firm ................. 1 Statements of Financial Condition ....................................... 2 Statements of Income and Changes In Participants' Equity ................ 3 Notes to Financial Statements ........................................... 4
KPMG KPMG LLP 1601 Market Street Philadelphia, PA 19103-2499 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Wilmington Trust Corporation Benefits Administration Committee: We have audited the accompanying statements of financial condition of Wilmington Trust Corporation 2004 Employee Stock Purchase Plan (the Plan) as of May 31, 2006 and 2005, and the related statements of income and 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 the standards of the Public Company Accounting Oversight Board (United States). 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 condition of the Plan as of May 31, 2006 and 2005, and the results of its operations for the years then ended, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Philadelphia, Pennsylvania August 11, 2006 KPMG, LLP, a U.S limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. STATEMENTS OF FINANCIAL CONDITION WILMINGTON TRUST CORPORATION 2004 EMPLOYEE STOCK PURCHASE PLAN
May 31, May 31, 2006 2005 ---------- ---------- ASSETS Investments, at fair value - interest-bearing deposits held at Wilmington Trust Company $3,130,744 $3,195,195 ---------- ---------- LIABILITIES AND PARTICIPANTS' EQUITY Taxes withheld for participants $ 1,066 $ 991 Participants' equity 3,129,678 3,194,204 ---------- ---------- Total liabilities and participants' equity $3,130,744 $3,195,195 ---------- ----------
See notes to financial statements. -2- STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY WILMINGTON TRUST CORPORATION 2004 EMPLOYEE STOCK PURCHASE PLAN
Years Ended May 31, ----------------------- 2006 2005 ---------- ---------- INCOME Investment income - interest $ 2,918 $ 2,946 ---------- ---------- Total income 2,918 2,946 OTHER ADDITIONS Contributions from participants (including amounts due back to participants of $2,118 and $58,707 at May 31, 2006 and 2005, respectively) $3,127,826 $3,192,249 ---------- ---------- $3,130,744 $3,195,195 ---------- ---------- DEDUCTIONS Distributions to participants: Wilmington Trust Corporation common stock $3,133,542 $ -- Cash 61,653 -- ---------- ---------- $3,195,195 $ -- ---------- ---------- NET ADDITIONS/ (DEDUCTIONS) (64,451) 3,195,195 PLAN BALANCE AT BEGINNING OF YEAR $3,195,195 $ -- ---------- ---------- PLAN BALANCE AT END OF YEAR $3,130,744 $3,195,195 ========== ==========
See notes to financial statements. -3- NOTES TO FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 2004 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 2006 AND 2005 NOTE A -- SIGNIFICANT ACCOUNTING POLICIES Investments consist of interest-bearing savings accounts held by Wilmington Trust Company, a related party. Those accounts are carried at cost, which approximates fair market value. The administrative costs of the 2004 Employee Stock Purchase Plan (the "Plan") of Wilmington Trust Corporation (the "Corporation") are paid by the Corporation. The accounting records of the Plan are maintained on the accrual basis. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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 26, 2004. The Corporation's stockholders approved the Plan on April 15, 2004, to commence on June 1, 2004. The Board of Directors has the authority to amend or terminate the new plan at any time; however, the new plan will terminate automatically on May 31, 2008. The Plan replaced the Corporation's 2000 Employee Stock Purchase Plan, which terminated on May 31, 2004 and contained substantially similar provisions. The Plan provides for the purchase of up to 800,000 shares of the Corporation's common stock by eligible employees. 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 and accumulated with interest until the end of the offering period. The minimum contribution must be an amount equal to the offering price of five shares. The offering period that is the subject of these financial statements began July 5, 2005, and ended May 31, 2006. 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. For the most recent plan year, the price at which the shares are deemed to have been purchased is equal to 85% of the last sale price of the Corporation's common stock on the New York Stock Exchange on June 1 of the year in which the offering period commences. Any unused balance in a participant's account at the end of an offering period is refunded to the participant, with interest. Shares to be purchased under the Plan are authorized common shares of the Corporation. Shares to be delivered to an employee will be registered in the employee's name. -4- NOTES TO FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 2004 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 2006 AND 2005 The Plan had 1,104 participants at May 31, 2006 and 1,117 participants at May 31, 2005. NOTE C -- RELATED PARTY TRANSACTIONS The Corporation administers the plan as well as issues its common stock to participants. The Corporation issued 102,348 shares of its common stock at $30.54 per share for the offering period ended May 31, 2006 and 102,874 shares of its common stock at $30.46 per share for the offering period ended May 31, 2005. The Plan disbursed $3,125,708 and $3,133,542 from the Plan to purchase those shares in June 2006 and 2005, respectively. NOTE D-- 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"). Accordingly, the provisions of the Plan 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 E -- AMENDMENT OR TERMINATION The Board of Directors may amend or terminate the Plan at any time. Any options previously granted will not be effected by a termination or amendment. No amendment may be made without prior approval of the Corporation's shareholders if it would permit the issuance of more than 800,000 shares of common stock, permit payroll deduction at a rate in excess of 10% of an employee's base salary, or is otherwise required by law. -5- -----END PRIVACY-ENHANCED MESSAGE-----