-----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, RJndLj74eioOl0KCdMpsMmaa0UIEUX0L+ODSawwWAHOCbaEkNjoIS795JqnebLGt o5rxhvTgSyFZgCH4N3wuvA== /in/edgar/work/20000828/0000893220-00-001032/0000893220-00-001032.txt : 20000922 0000893220-00-001032.hdr.sgml : 20000922 ACCESSION NUMBER: 0000893220-00-001032 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000531 FILED AS OF DATE: 20000828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILMINGTON TRUST CORP CENTRAL INDEX KEY: 0000872821 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 510328154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-14659 FILM NUMBER: 710948 BUSINESS ADDRESS: STREET 1: RODNEY SQUARE NORTH STREET 2: 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890 BUSINESS PHONE: 3026511000 MAIL ADDRESS: STREET 1: 1100 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19890 11-K 1 e11-k.txt 11-K FOR WILMINGTON TRUST CORPORATION FOR 5/31/00 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- [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, 2000 COMMISSION FILE NUMBER: 1-14659 ------- WILMINGTON TRUST CORPORATION (Exact name of registrant as specified in its charter) Delaware 51-0328154 ---------------- ---------------- (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 ---------------------------------------- (Address of Principal Executive Offices) 1996 Employee Stock Purchase Plan --------------------------------- (Full title of plan) 2 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. -1- 3 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 26, 2000. /s/ William J. Farrell, II (SEAL) ------------------------------------------------- William J. Farrell, II, Chairman /s/ Howard K. Cohen (SEAL) ------------------------------------------------- Howard K. Cohen /s/ Catharine Z. Ford (SEAL) ------------------------------------------------- Catharine Z. Ford /s/ Gerald F. Sopp (SEAL) ------------------------------------------------- Gerald F. Sopp -2- 4 EXHIBIT INDEX
Exhibit Number Exhibit Page Number 99.1 Consent of independent auditors 4 99.2 Financial statements 7
-3- EX-99.1 2 ex99-1.txt CONSENT OF INDEPENDENT AUDITORS 1 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 99.1 2 Consent of Independent Auditors 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 August 11, 2000, 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, 2000. Philadelphia, Pennsylvania August 24, 2000 EX-99.2 3 ex99-2.txt FINANCIAL STATEMENTS 1 FINANCIAL STATEMENTS EXHIBIT 99.2 2 WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 2000 AND 1999 3 AUDITED FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 2000 and 1999
FINANCIAL STATEMENTS - -------------------- PAGE ---- Report of Independent Auditors .............................................. 1 Statements of Financial Condition ........................................... 2 Statements of Income and Changes In Participants' Equity .................... 3 Notes to Financial Statements ............................................... 4
-i- 4 REPORT OF INDEPENDENT AUDITORS We have audited the accompanying statements of financial condition for the Wilmington Trust Corporation 1996 Employee Stock Purchase Plan (the Plan) as of May 31, 2000 and 1999, and the related statements of income and changes in participants' equity for each of the three years in the period ended May 31, 2000. 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 auditing standards generally accepted in the 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 at May 31, 2000 and 1999, and the income and changes in its participants' equity for each of the three years in the period ended May 31, 2000, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Philadelphia, Pennsylvania August 11, 2000 5 STATEMENTS OF FINANCIAL CONDITION WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
May 31 May 31 2000 1999 --------------- --------------- ASSETS Investment - interest-bearing deposits held at Wilmington Trust Company $ 2,803,872 $ 2,746,020 =============== =============== LIABILITIES AND PARTICIPANTS' EQUITY Taxes withheld for participants $ 663 $ 876 Participants' equity 2,803,209 2,745,144 --------------- --------------- Total Liabilities and Participants' Equity $ 2,803,872 $ 2,746,020 =============== ===============
See notes to financial statements. -2- 6 STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
Years Ended May 31 ---------------------------------------------- 2000 1999 1998 ----------- ----------- ----------- INCOME Investment income - interest $ 19,436 $ 23,675 $ 31,909 ----------- ----------- ----------- Total income 19,436 23,675 31,909 OTHER ADDITIONS Contribution refund 464,216 81,423 -- Contributions from participants 2,320,220 2,640,922 2,758,765 ----------- ----------- ----------- 2,803,872 2,746,020 2,790,674 ----------- ----------- ----------- DEDUCTIONS Distributions to participants: Wilmington Trust Corporation Common Stock 2,640,922 2,758,765 2,367,027 Cash 105,098 31,909 37,126 ----------- ----------- ----------- 2,746,020 2,790,674 2,404,153 ----------- ----------- ----------- NET (DEDUCTIONS)/ADDITIONS 57,852 (44,654) 386,521 PARTICIPANTS' EQUITY AT BEGINNING OF YEAR 2,746,020 2,790,674 2,404,153 ----------- ----------- ----------- PARTICIPANTS' EQUITY AT END OF YEAR $ 2,803,872 $ 2,746,020 $ 2,790,674 =========== =========== ===========
See notes to financial statements. -3- 7 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 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. 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 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 53,786 shares of its common stock at $43.138 for the offering period ended May 31, 2000, 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 1,297 participants at May 31, 2000, 1,420 participants at May 31, 1999 and 1,534 participants at May 31, 1998. On February 17, 2000, the Board of Directors of the Corporation adopted the Wilmington Trust Corporation 2000 Employee Stock Purchase Plan, which replaces the Plan with a new plan which -4- 8 NOTES TO FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN NOTE B --CONTINUED contains substantially the same provisions. The Corporation's stockholders approved the new plan on May 11, 2000. The Board of Directors has the authority to terminate or amend the new plan at any time; however, the new plan will terminate automatically on May 31, 2004. 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. -5- -----END PRIVACY-ENHANCED MESSAGE-----