10-Q/A 1 w84365e10vqza.txt FORM 10-Q/A - AMENDMENT NO. 1 DATED JUNE 30, 2002 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended June 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From to Commission File Number: 1-14659 WILMINGTON TRUST CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 51-0328154 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (302) 651-1000 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of shares of issuer's common stock ($1.00 par value) outstanding at June 30, 2002 - 65,674,519 shares Wilmington Trust Corporation and Subsidiaries Form 10-Q/A Index
Page ---- Part I. Financial Information Item 1 - Financial Statements (unaudited) Consolidated Statements of Condition 1 Consolidated Statements of Income 3 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 7 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3 - Quantitative and Qualitative Disclosures About Market Risk 29 Part II. Other Information Item 1 - Legal Proceedings 31 Item 2 - Changes in Securities and Use of Proceeds 31 Item 3 - Defaults Upon Senior Securities 31 Item 4 - Submission of Matters to a Vote of Security Holders 31 Item 5 - Other Information 32 Item 6 - Exhibits and Reports on Form 8-K 32
CERTAIN INFORMATION IN THE EXHIBITS FILED HEREWITH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SEC AND IS MARKED BY AN ASTERISK [*] Item 6 - Exhibits and Reports on Form 8-K
Exhibit Number Exhibit ------- ------- 3.1 Amended and Restated Certificate of Incorporation of the Corporation (Commission File Number 1-14659)(1) 3.2 Amended and Restated Bylaws of the Corporation (Commission File Number 1-14659)(2) 10.44* Amended and Restated Limited Liability Company Agreement of Cramer Rosenthal McGlynn, LLC dated as of January 1, 2001(4) 10.45 Amendment to the Amended and Restated Limited Liability Company Agreement of Cramer Rosenthal McGlynn, LLC dated March 15, 2002 (Commission File Number 1-14659)(3) 10.46 Amendment to the Amended and Restated Limited Liability Company Agreement of Cramer Rosenthal McGlynn, LLC dated June 28, 2002 (Commission File Number 1-14659)(3) 10.47* Amended and Restated Limited Liability Company Agreement of Roxbury Capital Management, LLC dated as of July 31, 1998(4) 10.48* First Amendment to the Amended and Restated Limited Liability Company Agreement of Roxbury Capital Management, LLC(4) 10.49 Second Amendment to the Amended and Restated Limited Liability Company Agreement of Roxbury Capital Management, LLC dated as of March 10, 2001 (Commission File Number 1-14659)(3) 10.50* Third Amendment to the Amended and Restated Limited Liability Company Agreement of Roxbury Capital Management, LLC (4) 10.51* Merger Agreement among Balentine Holdings, Inc., Robert M. Balentine, B. Clayton Rolader, Jeffrey P. Adams, Robert E. Reiser, Jr., Gary B. Martin, Wesley A. French, Michael E. Wolf, The 1999 Balentine Family Trust, The Robert M. Balentine Insurance Trust, WTC Merger Subsidiary, Inc., WT Investments, Inc. and Wilmington Trust Corporation dated as of October 23, 2001(4) 10.52* Amended and Restated Limited Liability Company Agreement of Balentine Delaware Holding Company, LLC dated as of January 2, 2002(4) 10.53* Agreement for the Sale and Purchase of SPV Management Limited dated January 1, 2002 by and among Anthony Francis Raikes and Piers Minoprio and Wilmington Trust (UK) Limited and Wilmington Trust Corporation(4)
-------------------- (1) Incorporated by reference to the corresponding exhibit to the Annual Report on Form 10-K of Wilmington Trust Corporation filed March 30, 1996. (2) Incorporated by reference to the corresponding exhibit to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 30, 2000. (3) Incorporated by reference to the corresponding exhibit to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on August 14, 2002. (4) Filed herewith. The Corporation filed a report on Form 8-K on April 25, 2002 reporting certain developments under Item 5. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 20, 2003 /s/ Ted T. Cecala ------------------------------ Name: Ted T. Cecala Title: Chairman of the Board and Chief Executive Officer (Authorized Officer) /s/ David R. Gibson ------------------------------ Name: David R. Gibson Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) CERTIFICATIONS I, Ted T. Cecala, Chairman of the Board and Chief Executive Officer of Wilmington Trust Corporation, hereby certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Wilmington Trust Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. Date: March 20, 2003 /s/ Ted T. Cecala ------------------------------ Ted T. Cecala Chairman of the Board and Chief Executive Officer CERTIFICATIONS I, David R. Gibson, Executive Vice President and Chief Financial Officer of Wilmington Trust Corporation, hereby certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Wilmington Trust Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. Date: March 20, 2003 /s/ David R. Gibson ------------------------------ David R. Gibson Executive Vice President and Chief Financial Officer CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 The undersigned certify that, to their knowledge, the Form 10-Q/A of Wilmington Trust Corporation (the "Corporation") for the second quarter of 2002 fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 and that the information contained in that report fairly presents, in all material respects, the financial condition and results of operation of the Corporation. /s/ Ted T. Cecala ------------------------------ Ted T. Cecala Chairman of the Board and Chief Executive Officer /s/ David R. Gibson ------------------------------ David R. Gibson Executive Vice President and Chief Financial Officer