-----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, P65vY4DetV/N4LtcXQCJVLfG/FpdrScpIYEfx+J27ewwUmH40ka5JWYji742NnZd zqLOgRC/SHrN36vI1ntlUg== 0000893750-02-000726.txt : 20021127 0000893750-02-000726.hdr.sgml : 20021127 20021127151239 ACCESSION NUMBER: 0000893750-02-000726 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA CAPITAL E CENTRAL INDEX KEY: 0001026578 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 52173008 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-10683 FILM NUMBER: 02843490 BUSINESS ADDRESS: STREET 1: 1100 NORTH KING ST STREET 2: MS 2825 CITY: WILMINGTON STATE: DE ZIP: 19884-0141 BUSINESS PHONE: 8003626255 MAIL ADDRESS: STREET 1: 1100 NORTH KING ST STREET 2: MS 2825 CITY: WILMINGTON STATE: DE ZIP: 19884-0141 FORMER COMPANY: FORMER CONFORMED NAME: MBNA CAPITAL V DATE OF NAME CHANGE: 19961107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA CORP CENTRAL INDEX KEY: 0000870517 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521713008 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-10683 FILM NUMBER: 02843491 BUSINESS ADDRESS: STREET 1: 1100 N KING ST STREET 2: C/O MBNA AMERICA BANK NA CITY: WILMINGTON STATE: DE ZIP: 19884 BUSINESS PHONE: 8003626255 MAIL ADDRESS: STREET 1: 1100 NORTH KING STREET CITY: WILMINGTON STATE: DE ZIP: 19884 8-A12B 1 form8a.txt FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MBNA CAPITAL E (Exact name of registrant as specified in its certificate of trust) Delaware 51-6518847 (State of incorporation (I.R.S. Employer or organization) Identification No.) c/o MBNA Corporation 1100 North King Street Wilmington, Delaware 19884-2721 (Address of principal (Zip Code) executive offices) MBNA CORPORATION (Exact name of registrant as specified in its certificate of incorporation) Maryland 52-1713008 (State of incorporation (I.R.S. Employer or organization) Identification No.) 1100 North King Street Wilmington, Delaware 19884-2721 (Address of principal (Zip Code) executive offices) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act 12(g) of the Exchange Act and is effective pursuant and is effective pursuant to General Instruction A.(c), to General Instruction A.(d), please check the following box. /x/ please check the following box. /_/ Securities Act registration statement file numbers to which this form relates: 333-45814 and 333-45814-02 Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class to be so registered each class is to be registered - --------------------------------------- ------------------------------ MBNA Capital E 8.10% Trust New York Stock Exchange Originated Preferred Securities, Series E (and the Guarantee by MBNA Corporation with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The securities to be registered hereby are 8.10% Trust Originated Preferred Securities (TOPrS(SM)), Series E (the "Preferred Securities") of MBNA Capital E, a statutory Delaware trust, and the related guarantee (the "Guarantee") by MBNA Corporation, a Maryland corporation (together with MBNA Capital E, the "Registrants"), pursuant to the Guarantee Agreement between MBNA Corporation and The Bank of New York, as trustee, dated November 27, 2002. The Registrants have filed a Registration Statement (File Nos. 333-45814 and 333-45814-02) with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Preferred Securities and the Guarantee (the "Securities Act Registration Statement"). A description of the Preferred Securities and the Guarantee is contained in the Prospectus and Prospectus Supplement relating to the Preferred Securities and the Guarantee filed on November 25, 2002 by the Registrant with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act, and such Prospectus and Prospectus Supplement is incorporated by reference herein. ITEM 2. EXHIBITS. l. Certificate of Trust of MBNA Capital E, incorporated by reference to Exhibit 4(k)(2) to the Securities Act Registration Statement. 2. Restated Certificate of Trust of MBNA Capital V, executed on December 11, 1996 and filed with the Secretary of State of the State of Delaware on December 11, 1996. 3. Certificate of Amendment of Certificate of Trust of MBNA Capital E, executed on November 25, 2002 and effective on November 27, 2002 as filed with the Secretary of State of the State of Delaware on November 25, 2002. 4. Trust Agreement of MBNA Capital E, incorporated by reference to Exhibit 4(1)(2) to the Securities Act Registration Statement. 5. Form of Amended and Restated Trust Agreement of MBNA Capital E, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrants with the Commission on November 26, 2002. 6. Form of Preferred Security, included in Exhibit 5. 7. Form of Guarantee Agreement for MBNA Capital E, incorporated by reference to Exhibit 4(o)(2) to the Securites Act Registration Statement. 8. Form of Junior Subordinated Indenture between MBNA Corporation and The Bank of New York as Debenture Trustee, incorporated by reference to Exhibit 4(j) to the Securities Act Registration Statement. 9. Form of Second Supplemental Indenture to the Junior Subordinated Indenture -1- between MBNA Corporation and the Bank of New York, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Registrants with the Commission on November 26, 2002. 10. Form of Junior Subordinated Debenture, included in Exhibit 9. -2- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, MBNA Capital E and MBNA Corporation have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized. DATED: November 27, 2002 MBNA CAPITAL E By: MBNA Corporation, as Depositor By: /s/ Thomas D. Wren ------------------------ Name: Thomas D. Wren Title: MBNA CORPORATION By: /s/ Thomas D. Wren ------------------------ Name: Thomas D. Wren Title: Vice President Assistant Treasurer -3- EX-2 3 exhibit2.txt RESTATED CERTIFICATE OF TRUST EXHIBIT 2 RESTATED CERTIFICATE OF TRUST OF MBNA CAPITAL V THIS Restated Certificate of Trust of MBNA Capital V (the "Trust"), dated as of December 11, 1996, is being duly executed and filed by John W. Scheflen, an individual residing in the State of Delaware, as trustee, to restate the original certificate of trust filed on November 6, 1996, with the Secretary of State of the State of Delaware (the "Certificate") to create a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) The Certificate is hereby restated in its entirety to read as follows: 1. Name. The name of the business trust being created hereby is MBNA Capital E. 2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is John. W. Scheflen c/o MBNA Corporation, Wilmington, Delaware 19884. 3. Effective Date. This Certificate of Trust shall be effective upon its filing with the Secretary of State. IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has executed this Restated Certificate of Trust as of the date first above written. John W. Scheflen, as trustee /s/ John W. Scheflen ------------------------ EX-3 4 exhibit3.txt CERTIFICATE OF AMENDMENT EXHIBIT 3 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF TRUST MBNA CAPITAL E This Certificate of Amendment of Certificate of Trust of MNBA Capital E (the "Trust"), has been duly executed and is being filed by the undersigned trustee pursuant to Section 3810(b) of the Delaware Statutory Trust Act (12 Del. C. Section 3801 et. seq.) (the "Act"). 1. Name. The name of the statutory trust is MBNA Capital E. 2. Amendment. The Certificate of Trust of the Trust is hereby amended by changing the name and address of the Delaware Trustee to: The Bank of New York (Delaware) White Clay Center Route 293 Newark, Delaware 19711 3. Effective Date. This Certificate of Amendment shall be effective on November 27, 2002. IN WITNESS WHEREOF, the undersigned trustee of the Trust has executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act. /s/ John W. Scheflen ---------------------------- John W. Scheflen, as trustee THE BANK OF NEW YORK (DELAWARE), as trustee By: /s/ William T. Lewis ------------------------ Name: William T. Lewis, SVP -----END PRIVACY-ENHANCED MESSAGE-----