-----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, IhU7DFLhFWqS/92ssRLPr4NY9xpTbyTUtDBR+YeQfS1HMUli8eq6bpDShBaxdXo/ zTUFRNDe/Wy3EoRVShQ/rw== 0000893220-03-001229.txt : 20030715 0000893220-03-001229.hdr.sgml : 20030715 20030715170029 ACCESSION NUMBER: 0000893220-03-001229 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20030715 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: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107058 FILM NUMBER: 03787710 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 S-4 1 w88128sv4.txt FORM S-4 REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON __________, 2003 REGISTRATION NO. 333-_____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WILMINGTON TRUST CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 6022 (Primary Standard Industrial Classification Code Number) 51-0328154 (I.R.S. Employer Identification Number) RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET, WILMINGTON, DELAWARE 19890 (302) 651-1000 (Address, including ZIP code, and telephone number, of registrant's principal executive offices) GERARD A. CHAMBERLAIN, ESQ. VICE PRESIDENT AND COUNSEL WILMINGTON TRUST COMPANY RODNEY SQUARE NORTH 1100 NORTH MARKET STREET WILMINGTON, DELAWARE 19890 (302) 651-1268 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) With a copy to: J. DOUGLAS ROLLOW, ESQ. BALLARD SPAHR ANDREWS & INGERSOLL, LLP 1735 MARKET STREET, 51ST FLOOR PHILADELPHIA, PENNSYLVANIA 19103 215-864-8525 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of each class maximum maximum of securities to be Amount to be offering price aggregate Amount of registered registered per unit (1) offering price (1) registration fee (1) 4.875% Subordinated Notes due 2013 $250,000,000 100% $250,000,000 $20,225
(1) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(f) under the Securities Act of 1933. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED _________, 2003 PROSPECTUS [WILMINGTON TRUST LOGO] OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.875% SUBORDINATED NOTES DUE 2013, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING 4.875% SUBORDINATED NOTES DUE 2013 The exchange offer will expire at 5:00 p.m., New York City time, on __________, 2003, unless extended. We are offering to exchange an aggregate principal amount of up to $250,000,000 of 4.875% Subordinated Notes due 2013, which have been registered under the Securities Act of 1933, for a like amount of our outstanding $250,000,000 of 4.875% Subordinated Notes due 2013. When we refer to "exchange notes," we are referring to the 4.875% Subordinated Notes due 2013 offered by this prospectus, and when we refer to "outstanding notes," we are referring to the outstanding 4.875% Subordinated Notes due 2013. The terms of the exchange notes are substantially identical to the terms of the outstanding notes, except for transfer restrictions, registration rights and interest step-up provisions relating to the outstanding notes. There is no existing market for the notes to be issued, and we do not intend to apply for their listing on any securities exchange. We will not receive any proceeds from the exchange offer. You may withdraw your tender at any time prior to the expiration date of the exchange offer. The notes are not deposits or obligations of any bank or savings association and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. SEE "RISK FACTORS" ON PAGES 10 TO 13 FOR A DISCUSSION OF THE RISKS THAT YOU SHOULD CONSIDER BEFORE TENDERING YOUR OUTSTANDING NOTES FOR EXCHANGE. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. __________, 2003 You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of exchange notes in any state in which the offer is not permitted. You should not assume that the information contained in this prospectus or incorporated by reference herein is accurate as of any date other than the date on the front of this prospectus or the date of the documents incorporated by reference. TABLE OF CONTENTS Page SUMMARY......................................................................1 SELECTED FINANCIAL DATA......................................................6 RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION.............................8 RISK FACTORS................................................................10 RATIO OF EARNINGS TO FIXED CHARGES..........................................14 USE OF PROCEEDS.............................................................14 CAPITALIZATION..............................................................15 SUPERVISION AND REGULATION..................................................16 DESCRIPTION OF EXCHANGE OFFER...............................................21 DESCRIPTION OF EXCHANGE NOTES...............................................30 REGISTRATION RIGHTS.........................................................36 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS.............40 PLAN OF DISTRIBUTION........................................................43 LEGAL MATTERS...............................................................44 EXPERTS.....................................................................44 WHERE YOU CAN FIND MORE INFORMATION.........................................44 INCORPORATION BY REFERENCE..................................................44 THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST FROM WILMINGTON TRUST CORPORATION, RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET, WILMINGTON, DELAWARE 19890-0001, ATTENTION: GERARD A. CHAMBERLAIN, (302) 651-1268, EMAIL: GCHAMBERLAIN@WILMINGTONTRUST.COM. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY __________, 2003. As used in this prospectus, unless expressly stated otherwise or unless the context otherwise requires, all references to "Wilmington Trust Corporation," "we," "our," "us" and all similar references are to Wilmington Trust Corporation and our consolidated subsidiaries. FORWARD-LOOKING STATEMENTS From time to time in this prospectus and the documents incorporated by reference in it, as well as in other written reports or oral statements, we discuss our expectations regarding future performance. For example, portions of the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Annual Report on Form 10-K and the Quarterly Report on Form 10-Q incorporated by reference in this prospectus contain various "forward-looking statements," within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These include statements relating to our possible or assumed future results of operations, business or earnings outlook, and those preceded by, followed by or that include the words "will," "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions. For those statements, we claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our management's knowledge and belief as of the date of this prospectus and include information concerning our possible or assumed future financial condition and our results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, many beyond our ability to control or predict, could cause future results to differ, even materially, from those contemplated by these forward-looking statements. These factors include (1) changes in national or regional economic conditions, (2) changes in interest rates, (3) significant changes in banking laws or regulations, (4) increased competition in our markets, (5) higher-than-expected credit losses, (6) the effect of acquisitions and integration of acquired businesses, (7) unanticipated changes in regulatory, judicial or legislative tax treatment of business transactions and (8) economic uncertainty created by increasing unrest in other parts of the world. Weakness or a further decline in capital or consumer spending could affect our performance adversely in a number of ways, including decreased demand for our products and services and increased credit losses. Likewise, changes in deposit interest rates, among other things, could slow our rate of growth or put pressure on current deposit levels. Forward-looking statements speak only as of the date they are made, and we do not undertake to update any forward-looking statements to reflect circumstances or events that occur after the date the statements are made, or to update earnings guidance, including the factors that influence earnings. SUMMARY This summary does not contain all of the information that may be important to your investment decision. You should read the entire prospectus and the documents incorporated by reference herein before deciding to invest in the exchange notes. We are a bank and thrift holding company, and a financial holding company under the Bank Holding Company Act. Our banking subsidiaries are Wilmington Trust Company, a Delaware-chartered bank and trust company ("WTC"), Wilmington Trust of Pennsylvania, a Pennsylvania-chartered bank and trust company ("WTPA"), and Wilmington Trust FSB, a Federal savings bank with banking offices in Maryland and Florida ("WTFSB") (WTC, WTPA and WTFSB are sometimes collectively called the "Banks"). WTC is the largest full-service bank headquartered in Delaware and one of the nation's largest personal trust companies. At March 31, 2003, WTC had over $22.5 billion in assets under management. Subsidiaries of WTC engage in the distribution of mutual funds WTC sponsors, investment advising, the sale of securities and insurance and related activities. At March 31, 2003, we had over $8.2 billion of total assets, including approximately $6 billion of loans. At the same date, we were well-capitalized, with $696.4 million of qualifying capital for risk-based capital purposes, representing 10.20% of our risk-weighted assets, and $485.6 million of "Tier 1" capital, representing 7.11% of risk-weighted assets and 6.15% of average assets during the first quarter of 2003. For 2002, we reported net income of $133.2 million, or $2.01 per diluted share, a 6% increase over the $125.2 million, or $1.90 per diluted share, reported for 2001. The improvement in earnings was attributable to growth in both of the major components of our income. Net interest income increased 7% to $276.5 million, an increase of $17.7 million over the $258.8 million reported for 2001. Noninterest revenues increased 15% to $262.2 million, an increase of $34.2 million over the $228.0 million reported for 2001. For the first quarter of 2003, we reported net income of $29.4 million, or $.44 per diluted share, an 8.5% decrease from the $32.1 million, or $.48 per diluted share, reported for the first quarter of 2002. The decrease in earnings was attributable to declines in the net interest margin, volatility and declines in the equity markets and a drop in the contribution from our asset manager affiliates. Net interest income increased 4.8% to $68.3 million, an increase of $3.1 million over the $65.2 million reported for the first quarter of 2002. Noninterest revenues decreased 5.4% to $61.2 million, a decrease of $3.5 million from the $64.7 million reported for the first quarter of 2002. During 2002, we increased our reserve for loan losses from $80.8 million (1.47% of loans outstanding) to $85.2 million (1.41% of loans outstanding) while our unallocated loan loss reserve declined from $6.3 million to $6.1 million. The total dollar amount of loans past due 90 days or more, nonaccruing loans and restructured loans increased from $51.9 million to $54.8 million, but decreased as a percentage of total loans from .95% to .91%. At December 31, 2002, our loans past due 90 days or more, nonaccruing loans and restructured loans represented 64.4% of loan loss reserves, compared to 64.3% at the end of 2001. The reserve for loan losses at March 31, 2003 was $86.0 million, or 1.43% of loans outstanding at period-end, while our unallocated loan loss reserve remained at $6.1 million. At March 31, 2003, loans past due 90 days or more totaled $8.3 million, which was $4.2 million, or 33.6%, lower than at December 31, 2002. The total dollar amount of loans past due 90 days or more, nonaccruing loans and restructured loans increased from $41.3 million at March 31, 2002 to $72.9 million at March 31, 2003, increasing as a percentage of total loans from .74% to 1.21%. At March 31, 2003, our loans past due 90 days or more, nonaccruing loans and restructured loans represented 84.8% of loan loss reserves, compared to 50.5% at March 31, 2002. We are a legal entity separate and distinct from the Banks and our nonbanking subsidiaries (together with the Banks, the "Affiliates"). Accordingly, our right, and thus the right of our creditors and stockholders, to participate in any distribution of the assets or earnings of any Affiliate is subject to the prior claims of creditors of the Affiliate, except to the extent that claims in our capacity as a creditor may be recognized. The principal sources of our revenues historically have been dividends from the Affiliates. See "Business -- Regulation -- Dividend Limitations" in our Form 10-K for the year ended December 31, 2002 for a discussion of restrictions on the payment of dividends by the Banks and us. WTC was organized under Delaware law in 1903. We were incorporated under Delaware law in 1985. Our executive offices are located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 and our telephone number is (302) 651-1000. 2 THE EXCHANGE OFFER On April 4, 2003, we completed the private placement of $250,000,000 aggregate principal amount of 4.875% Subordinated Notes due 2013 in a transaction exempt from the registration requirements of the Securities Act. Simultaneously with that transaction, we entered into a registration rights agreement with the initial purchasers of the outstanding notes, in which we agreed to deliver this prospectus to you and to complete this exchange offer for the outstanding notes. The following is a summary of the exchange offer. Terms of the Offer.................................... We are offering to exchange a like amount of exchange notes for the outstanding notes, in denominations of $1,000 in principal amount and integral multiples of that amount. In order to be exchanged, an outstanding note must be properly tendered and accepted. As of the date of this prospectus, there are $250,000,000 principal amount of outstanding notes outstanding. We will issue exchange notes promptly after the expiration of the exchange offer. Expiration Date....................................... The exchange offer expires at 5:00 p.m., New York City time, on __________, 2003, unless extended in our sole discretion. Procedures for Tendering.............................. Letters of transmittal and certificates representing outstanding notes should not be sent to us. Those documents should only be sent to the exchange agent. Questions regarding how to tender and requests for information should be directed to the exchange agent. See "The Exchange Offer--Exchange Agent." Acceptance of Outstanding Notes for Exchange; Subject to the conditions stated in "The Exchange Issuance of Exchange Notes............................ Offer--Conditions to the Exchange Offer," we will accept for exchange any and all outstanding notes that are properly tendered in the exchange offer and not withdrawn before the expiration date. The exchange notes will be delivered promptly after the expiration date. Withdrawal Rights..................................... You may withdraw your tender at any time prior to the expiration date of the exchange offer. United States Federal Income Tax Consequences......... Your exchange of outstanding notes for exchange notes to be issued in the exchange offer will not result in any gain or loss to you for United States federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations for U.S. Holders." Resales of Exchange Notes............................. Based on interpretations by the staff of the SEC, as detailed in a series of no-action letters issued to
3 third parties, we believe that exchange notes will generally be freely transferable without further registration under the Securities Act, if: - you acquire the exchange notes in the ordinary course of your business; - you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes; - you are not an "affiliate" of Wilmington Trust Corporation (as defined in Rule 405 of the Securities Act); - you are not a broker-dealer and you are not engaged in, and do not intend to engage in, the distribution of the exchange notes; - you are a broker-dealer, you receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities and you deliver a prospectus in connection with any resale of these exchange notes; and - you are not acting on behalf of any person who could not truthfully make the foregoing representations. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution." Exchange Agent........................................ Wells Fargo Bank Minnesota, National Association is serving as the exchange agent in connection with the exchange offer. The address and telephone and facsimile numbers of the exchange agent are listed under the heading "The Exchange Offer -- Exchange Agent." Use of Proceeds....................................... We will not receive any proceeds from the issuance of exchange notes in the exchange offer.
4 THE EXCHANGE NOTES The terms of the exchange notes and the outstanding notes are identical in all material respects, except that: - the exchange notes will have been registered under the Securities Act; - the exchange notes will not contain transfer restrictions or registration rights that relate to the outstanding notes; and - the exchange notes will not contain provisions relating to the payment of special interest to the holders of the outstanding notes under the circumstances related to the registration of the outstanding notes and the timing of the exchange offer. The following is a brief description of the material terms of the exchange notes. Issuer............................................... Wilmington Trust Corporation. Securities Offered................................... Up to $250,000,000 aggregate principal amount of 4.875% subordinated notes due 2013, which have been registered under the Securities Act. Maturity............................................. April 15, 2013. Interest............................................. We will pay interest on the exchange notes at the rate of 4.875% per year payable in cash on April 15 and October 15 of each year, beginning on October 15, 2003. Ranking.............................................. The exchange notes will be Wilmington Trust Corporation's unsecured subordinated obligations and will rank equally with all of our other unsecured subordinated indebtedness. The exchange notes will be subordinated to our senior indebtedness and general obligations. The exchange notes also will be effectively subordinated to all of our secured indebtedness to the extent of the assets securing that indebtedness and all indebtedness and other liabilities, including trade payables, of our subsidiaries. Redemption........................................... The exchange notes will not be redeemable prior to maturity. Indenture............................................ We will issue the exchange notes under the same indenture dated as of May 4, 1998 with Norwest Bank Minnesota, National Association (now Wells Fargo Bank Minnesota, National Association), as trustee, under which the outstanding notes were issued. The indenture, among other things, restricts our ability to sell all or substantially all of our assets or merge or consolidate with or into other entities without satisfying certain conditions. See "Description of Notes."
5 SELECTED FINANCIAL DATA The following table presents selected consolidated historical and other financial data about us and our consolidated subsidiaries. That data should be read in conjunction with, and is qualified in its entirety by, the more detailed information, Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto in the reports we have filed with the SEC described under the caption "Where You Can Find More Information" and "Incorporation by Reference." The selected consolidated balance sheet data as of December 31, 2002 and 2001 and the consolidated statement of operations data for the years then ended are derived from our consolidated financial statements incorporated in this prospectus by reference, which financial statements have been audited by KPMG LLP, independent auditors. The selected consolidated statement of operations data presented below for the year ended December 31, 2000 is derived from our consolidated financial statements incorporated in this prospectus by reference, which financial statements have been audited by Ernst & Young LLP, independent auditors. The selected consolidated balance sheet data as of December 31, 2000, 1999 and 1998 and the consolidated statement of operations data presented below for each of the years ended December 31, 1999 and 1998 are derived from our financial statements not included herein which have been audited by Ernst & Young LLP, independent auditors. The selected consolidated balance sheet data and consolidated statement of operations data presented below for the quarters ended March 31, 2003 and 2002 are derived from our consolidated financial statements incorporated in this prospectus by reference, which are unaudited.
AS OF OR FOR THE THREE AS OF OR FOR THE YEAR ENDED MONTHS ENDED MARCH 31, DECEMBER 31, ---------------------- ------------ IN THOUSANDS, EXCEPT PER SHARE DATA 2003 2002 2002 2001 2000 1999 1998 ---- ---- ---- ---- ---- ---- ---- STATEMENT OF OPERATIONS DATA: Interest income.................................. $92,788 $96,268 $392,871 $468,798 $530,454 $462,176 $456,939 Interest expense................................. 24,493 31,090 116,341 209,985 275,315 216,263 219,242 Net interest income.............................. 68,295 65,178 276,530 258,813 255,139 245,913 237,697 Provision for loan losses........................ (4,935) (5,295) (22,013) (19,850) (21,900) (17,500) (20,000) Noninterest income............................... 61,163 64,671 262,159 228,003 216,210 191,453 183,917 Noninterest expense.............................. 79,633 75,280 309,892 276,917 264,682 258,204 230,066 Income before income taxes, minority interest and cumulative effect of change in accounting principle...................................... 44,890 49,274 206,784 190,049 184,767 161,662 171,548 Income tax expense............................... 15,287 17,119 73,002 66,009 63,828 54,365 57,223 Net income before minority interest and cumulative effect of change in accounting principle...................................... 29,603 32,155 133,782 124,040 120,939 107,297 114,325 Minority interest................................ 226 59 625 -- -- -- -- Net income before cumulative effect of change in accounting principle........................... 29,377 32,096 133,157 124,040 120,939 107,297 114,325 Cumulative effect of change in accounting principle (net of taxes of $584)............... -- -- -- 1,130 -- -- -- Net income....................................... $29,377 $32,096 $133,157 $125,170 $120,939 $107,297 $114,325 ======= ======= ======== ======== ======== ======== ======== PER SHARE DATA: Net income per share, basic.................... $ 0.45 $ 0.49 $ 2.03 $ 1.92 $ 1.87 $ 1.63 $ 1.71 Net income per share, diluted.................. $ 0.44 $ 0.48 $ 2.01 $ 1.90 $ 1.85 $ 1.61 $ 1.67 Cash dividends declared........................ $ 0.255 $ 0.240 $ 1.005 $ 0.945 $ 0.885 $ 0.825 $ 0.765 Book value per share........................... $11.49 $10.67 $11.30 $10.44 $ 9.14 $ 7.70 $ 8.19 Weighted average shares outstanding used to compute income per share, basic.............. 65,692 65,619 65,617 65,147 64,610 65,826 66,974 Weighted average shares outstanding used to compute income per share, diluted............ 66,174 66,510 66,301 65,942 65,360 66,766 68,550
6
AS OF OR FOR THE THREE AS OF OR FOR THE YEAR MONTHS ENDED MARCH 31, ENDED DECEMBER 31, ---------------------- ---------------------- IN THOUSANDS, EXCEPT PER SHARE DATA 2003 2002 2002 2001 ---- ---- ---- ---- BALANCE SHEET DATA -- AT PERIOD END: Assets .................................. $ 8,267,994 $ 7,420,487 $ 8,131,275 $ 7,518,462 Deposits ................................ 6,577,059 5,418,956 6,337,093 5,590,785 Loans, net of unearned income ........... 6,008,174 5,537,807 6,025,104 5,487,959 Investment securities available for sale, investment securities held to maturity and federal funds sold and securities purchased under agreements to resell ............ 1,548,581 1,258,863 1,348,718 1,386,299 Interest-earning assets ................. 7,556,755 6,796,670 7,373,822 6,874,258 Shareholders' equity .................... 754,806 700,496 741,269 682,530 BALANCE SHEET DATA - AVERAGE BALANCE: Assets .................................... $ 8,159,248 $ 7,375,762 $ 7,661,035 $ 7,229,234 Deposits .................................. 6,312,869 5,407,200 5,827,652 5,263,167 Loans ..................................... 5,977,647 5,464,481 5,691,252 5,235,297 Securities ................................ 1,485,631 1,260,674 1,323,602 1,370,523 Interest-earning assets ................... 7,463,278 6,725,155 7,014,854 6,605,820 Shareholders' equity ...................... 746,504 695,071 719,630 640,786 ASSET QUALITY: Nonaccrual loans .......................... $ 64,642 $ 33,932 $ 42,352 $ 38,016 Other real estate owned ................... 3,934 504 3,118 398 ----------- ----------- ----------- ----------- Total nonaccrual loans and other real estate owned .......................... $ 68,576 $ 34,436 $ 45,470 $ 38,414 =========== =========== =========== =========== ASSETS UNDER MANAGEMENT: Wilmington Trust Corporation .............. $22,558,923 $24,226,627 $21,724,138 $23,829,165 Cramer Rosenthal McGlynn, LLC ............. 3,167,677 5,052,419 3,509,647 4,643,329 Roxbury Capital Management, LLC ........... 3,163,121 6,886,160 3,722,400 7,697,921 ----------- ----------- ----------- ----------- Total assets under management ............. $28,889,721 $36,165,206 $28,956,185 $36,170,415 =========== =========== =========== =========== PERFORMANCE RATIOS: Return on average assets .................. 1.46% 1.76% 1.74% 1.73% Return on average stockholders' equity .... 15.96 18.73 18.50 19.53 Net interest spread ....................... 3.55 3.63 3.74 3.41 Net interest margin ....................... 3.75 3.97 4.02 4.02 Average shareholders' equity to average assets ................................ 9.15 9.42 9.39 8.86 Dividend payout ratio, per share (basic) .. 56.67 48.98 49.51 49.22 Efficiency ratio .......................... 60.92 57.40 56.99 56.12 ASSET QUALITY RATIOS: Nonaccrual loans to total loans ........... 1.08 0.61 0.70 0.69 Nonaccrual loans and other real estate owned to total loans .................. 1.14 0.62 0.75 0.70 Reserve to total loans .................... 1.43 1.48 1.41 1.47 Reserve to nonaccrual loans ............... 1.33 2.41 2.01 2.13 Net (chargeoffs) recoveries to average loans ................................. 0.07 0.08 0.31 0.30 AS OF OR FOR THE YEAR ENDED DECEMBER 31, ------------ IN THOUSANDS, EXCEPT PER SHARE DATA 2000 1999 1998 ---- ---- ---- BALANCE SHEET DATA -- AT PERIOD END: Assets .................................. $ 7,321,616 $ 7,201,944 $ 6,300,565 Deposits ................................ 5,286,016 5,369,484 4,536,763 Loans, net of unearned income ........... 5,188,409 4,820,079 4,319,633 Investment securities available for sale, investment securities held to maturity and federal funds sold and securities purchased under agreements to resell ............ 1,510,978 1,847,259 1,456,152 Interest-earning assets ................. 6,699,387 6,667,338 5,775,785 Shareholders' equity .................... 591,900 498,231 546,209 BALANCE SHEET DATA - AVERAGE BALANCE: Assets .................................... $ 7,208,720 $ 6,689,065 $ 6,252,439 Deposits .................................. 5,271,051 4,766,376 4,427,329 Loans ..................................... 5,053,079 4,530,423 4,156,398 Securities ................................ 1,596,540 1,625,875 1,640,676 Interest-earning assets ................... 6,649,919 6,156,298 5,797,074 Shareholders' equity ...................... 531,471 531,592 526,742 ASSET QUALITY: Nonaccrual loans .......................... $ 40,161 $ 29,184 $ 30,598 Other real estate owned ................... 717 576 1,532 ----------- ----------- ----------- Total nonaccrual loans and other real estate owned .......................... $ 40,878 $ 29,760 $ 32,130 =========== =========== =========== ASSETS UNDER MANAGEMENT: Wilmington Trust Corporation .............. $27,944,405 $25,529,653 $22,770,205 Cramer Rosenthal McGlynn, LLC ............. 3,495,283 3,203,522 4,318,510 Roxbury Capital Management, LLC ........... 11,717,045 11,155,392 6,030,239 ----------- ----------- ----------- Total assets under management ............. $43,206,733 $39,888,567 $33,118,954 =========== =========== =========== PERFORMANCE RATIOS: Return on average assets .................. 1.68% 1.60% 1.83% Return on average stockholders' equity .... 22.76 20.18 21.70 Net interest spread ....................... 3.20 3.47 3.56 Net interest margin ....................... 3.92 4.11 4.26 Average shareholders' equity to average assets ................................ 7.37 7.95 8.42 Dividend payout ratio, per share (basic) .. 47.33 50.61 44.74 Efficiency ratio .......................... 55.30 57.99 53.51 ASSET QUALITY RATIOS: Nonaccrual loans to total loans ........... 0.77 0.61 0.71 Nonaccrual loans and other real estate owned to total loans .................. 0.79 0.62 0.74 Reserve to total loans .................... 1.48 1.60 1.66 Reserve to nonaccrual loans ............... 1.91 2.64 2.35 Net (chargeoffs) recoveries to average loans ................................. 0.44 0.28 0.29
7 RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION Our Form 10-K for 2002, by incorporating by reference certain portions of our Annual Report to Shareholders for 2002, includes certain "non-GAAP" financial measures. These include references to operating revenues and the net profit margin, which utilizes operating revenues within its calculation. Management believes that by having a revenue stream that is balanced between net interest income and fee income, the Corporation will be better positioned to weather economic cycles. Management measures this balance using a ratio of fee income as a percentage of operating revenues. Operating revenues includes net interest income before the loan loss provision and total fee income. Total fee income differs from total noninterest income in that it excludes amortization expense related to goodwill and other intangible assets from affiliate asset manager acquisitions and securities gains and losses. As a result of these adjustments, operating revenues, as defined by management, do not equal the sum of net interest and noninterest income as reported in the consolidated income statements. Operating revenue, therefore, is deemed to be a non-GAAP performance measure. Management believes that securities transactions are discretionary and not reflective of day-to-day business activity. In addition, management believes that netting affiliate manager amortization against fee income masks the true growth of affiliate manager fees in relation to other sources of revenue. Accordingly, management believes that, in certain circumstances, its discussion of operating revenues and total fees provides a more meaningful measurement of its ongoing revenue. The GAAP equivalent of operating revenue discussed on pages 19 and 27 of our Annual Report to Shareholders for 2002 is contained on the "net interest and noninterest income" line of the table below. The net profit margin referred to on page 11 of our Annual Report to Shareholders for 2002 measures operating revenue as a percentage of net income. The corresponding GAAP measurement is net income as a percentage of net interest and noninterest income. The comparative results of that calculation also are reflected in the table below.
(IN MILLIONS) 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 -------------------------------------------------------------------------------------------------- Net interest income............ $277 $259 $255 $246 $238 $230 $214 $197 $184 $175 $165 Fee income Advisory fees.............. 207 185 173 155 132 115 98 88 83 78 77 Service charges............ 30 27 25 24 22 21 19 17 17 16 15 Other noninterest income... 24 22 26 18 26 22 20 20 16 19 16 -------------------------------------------------------------------------------------------------- Total fee income........... $261 $235 $224 $196 $181 $158 $137 $125 $115 $113 $108 -------------------------------------------------------------------------------------------------- Total operating revenue........ 538 493 479 442 418 388 351 323 300 288 273 -------------------------------------------------------------------------------------------------- Amortization of affiliate goodwill and other intangibles.................... (1) (8) (7) (6) (4) 0 0 0 0 0 0 Securities gains / (losses).... 2 2 (0) 1 7 0 1 2 (2) 0 2 -------------------------------------------------------------------------------------------------- Net interest and noninterest income, before loan loss provision............ 539 487 471 437 422 388 352 325 297 289 275 Provision for loan losses...... (22) (20) (22) (18) (20) (22) (16) (12) (5) (10) (13) -------------------------------------------------------------------------------------------------- Net interest and noninterest income............. 517 467 449 420 402 366 336 313 293 279 262 ================================================================================================== (IN MILLIONS) 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 -------------------------------------------------------------------------------------------------- Total fee income............... $261 $235 $224 $196 $181 $158 $137 $125 $115 $113 $108 Amortization of affiliate goodwill and other intangibles.................... (1) (8) (7) (6) (4) 0 0 0 0 0 0
8 Securities gains / (losses).. 2 2 0 1 7 0 1 2 (2) 0 2 -------------------------------------------------------------------------------------------------- Total noninterest income..... $262 $228 $216 $191 $184 $158 $138 $128 $113 $114 $110 -------------------------------------------------------------------------------------------------- Fee income as a percentage of operating revenues........ 48.59% 47.55% 46.76% 44.40% 43.20% 40.65% 39.02% 38.85% 38.47% 39.34% 39.53% Noninterest income as a percentage of net interest and noninterest income....... 50.74% 48.83% 48.11% 45.60% 45.79% 43.04% 41.09% 40.82% 38.61% 40.74% 42.01% NET PROFIT MARGIN: Net income................... $133 $125 $121 $107 $114 $106 $ 97 $ 90 $ 85 $ 83 $ 64 Operating revenues........... $538 $493 $479 $442 $418 $388 $ 351 $ 323 $ 300 $ 288 $ 273 Non-GAAP net profit margin... 24.75% 25.36% 25.23% 24.26% 27.32% 27.36% 27.69% 27.90% 28.43% 28.71% 23.43% Net income................... $133 $125 $121 $107 $114 $106 $ 97 $ 90 $ 85 $ 83 $ 64 Net interest and noninterest income........... $517 $467 $449 $420 $402 $366 $ 336 $ 313 $ 293 $ 279 $ 262 GAAP net profit margin....... 25.77% 26.80% 26.91% 25.56% 28.47% 28.97% 28.91% 28.79% 29.08% 29.66% 24.39%
9 RISK FACTORS Before tendering outstanding notes in the exchange offer, you should carefully review the information contained elsewhere in this prospectus and should particularly consider the following discussion of the risks involved. YOU MAY HAVE DIFFICULTY SELLING THE OUTSTANDING NOTES YOU DO NOT EXCHANGE. If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your outstanding notes as described in the legend on the global security representing the outstanding notes. There are restrictions on transfer of your outstanding notes because we issued the outstanding notes under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws or offered and sold under an exemption from, or in a transaction not subject to, these requirements. We do not intend to register any outstanding notes not tendered in the exchange offer and, upon consummation of the exchange offer, you will not be entitled to any rights to have your untendered outstanding notes registered under the Securities Act. In addition, the trading market, if any, for the remaining outstanding notes will be adversely affected depending on the extent to which outstanding notes are tendered and accepted in the exchange offer. YOU MAY HAVE DIFFICULTY SELLING THE EXCHANGE NOTES BECAUSE THERE IS NO EXISTING TRADING MARKET FOR THEM. The exchange notes are being offered to the holders of the outstanding notes, which were issued on April 4, 2003 to a small number of institutional investors. There is no existing trading market for the exchange notes. We do not intend to apply for listing or quotation of the exchange notes on any exchange and no one has informed us that they intend to make a market in the exchange notes. Consequently, we do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be. As a result, the market price of the exchange notes could be adversely affected. CERTAIN HOLDERS MAY NEED TO COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT. Based on interpretations of the SEC staff, exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by their holders, other than any holder that is our "affiliate" within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided the holder acquired the exchange notes in the ordinary course of its business and has no arrangement or understanding regarding the distribution of the exchange notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on the applicable interpretations of the SEC and must therefore comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Any broker-dealer that exchanges its outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes or that resells exchange notes that were received by it for its own account in the exchange offer may be deemed to have received restricted notes and may be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange 10 notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act. YOU MAY NOT RECEIVE EXCHANGE NOTES IN THE EXCHANGE OFFER IF THE EXCHANGE OFFER PROCEDURE IS NOT FOLLOWED. We will issue the exchange notes in exchange for your outstanding notes only if you tender the outstanding notes and deliver a properly completed and duly executed letter of transmittal and other required documents before expiration of the exchange offer. You should allow sufficient time to ensure timely delivery of the necessary documents. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If you are the beneficial holder of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender in the exchange offer, you should promptly contact that person and instruct it to tender on your behalf. THE OUTSTANDING NOTES AND THE EXCHANGE NOTES ARE UNSECURED AND SUBORDINATED. The outstanding notes and the exchange notes are our general unsecured obligations. Because the outstanding notes and the exchange notes are unsecured, holders of the outstanding notes and the exchange notes do not have a lien on our assets. The outstanding notes and the exchange notes are subordinated to our existing and future general obligations (as defined herein) and senior indebtedness (as defined herein). In the event of a bankruptcy or similar proceeding involving us, our assets and the assets of our subsidiaries would be used to satisfy our general obligations and our senior indebtedness before any payments are made on the outstanding notes or the exchange notes. If any of our subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, the assets of that subsidiary will be used first to satisfy the claims of its creditors, including its trade creditors. Consequently, claims of holders of the outstanding notes and the exchange notes will be effectively subordinated to all of our subsidiaries' liabilities. As of March 31, 2003, we had $36,427,165 in general obligations (including $927,165 of deferred directors' fees) and no senior indebtedness outstanding. THERE IS NO LIMITATION ON THE AMOUNT OF INDEBTEDNESS THAT WE MAY INCUR. There is no limitation on the amount of indebtedness, including senior indebtedness to which the outstanding notes and the exchange notes would be subordinated, that we and our subsidiaries may incur in the future. Our incurrence of additional indebtedness could increase our vulnerability to economic downturns and competitive pressures, reduce the amount and availability of our cash flow, limit our flexibility and make it more difficult for us to satisfy our obligations to you under the outstanding notes and the exchange notes. THERE ARE CERTAIN PRINCIPAL INTEREST RATE AND CREDIT RISKS ASSOCIATED WITH CONSUMER AND COMMERCIAL LENDING. A certain degree of credit risk is inherent in the Banks' various lending activities. The Banks offer fixed and adjustable interest rates on loans, with terms of up to 30 years. Although the majority of residential mortgage loans the Banks originate are fixed-rate, adjustable rate mortgage ("ARM") loans increase the responsiveness of the Banks' loan portfolios to changes in market interest rates. However, ARM loans generally carry lower initial interest rates than fixed-rate loans. Accordingly, they may be less profitable than fixed-rate loans during the initial interest rate period. In addition, since they are more responsive to changes in market interest rates than fixed-rate loans, ARM loans can increase the possibility of delinquencies in periods of high interest rates. 11 The Banks also originate loans secured by mortgages on commercial real estate and multi-family residential real estate. Since these loans usually are larger than one-to-four family residential mortgage loans, they generally involve greater risks than one-to-four family residential mortgage loans. In addition, since customers' ability to repay those loans often is dependent on operating and managing those properties successfully, adverse conditions in the real estate market or the economy generally can impact repayment more severely than loans secured by one-to-four family residential properties. Moreover, the commercial real estate business is subject to downturns, overbuilding and local economic conditions. The Banks also make construction loans for residences and commercial buildings, as well as on unimproved property. While these loans also enable the Banks to increase the interest rate sensitivity of their loan portfolios and receive higher yields than those obtainable on permanent residential mortgage loans, the higher yields correspond to the higher risks perceived to be associated with construction lending. Those include risks associated generally with loans on the type of property securing the loan. Consistent with industry practice, the Banks sometimes fund the interest on a construction loan by including the interest as part of the total loan. Moreover, commercial construction lending often involves disbursing substantial funds with repayment dependent largely on the success of the ultimate project instead of the borrower's or guarantor's ability to repay. Again, adverse conditions in the real estate market or the economy generally can impact repayment more severely than loans secured by one-to-four family residential properties. In the event of slow economic conditions or deterioration in commercial and real estate markets, we would expect increased nonperforming assets, credit losses and provisions for loan losses. A PORTION OF OUR INCOME IS SUBJECT TO MARKET VALUATION RISKS. A significant portion of the fee income we earn in our private client, corporate client and asset management businesses is based upon market valuations of securities we hold for clients. Accordingly, downturns in these valuations can adversely effect that fee income. WE FACE INCREASING COMPETITION FOR DEPOSITS, LOANS AND ASSETS UNDER MANAGEMENT. The Banks compete for deposits, loans and assets under management. Many of the Banks' competitors are larger and have greater financial resources than the Banks. These disparities have been accelerated with increasing consolidation in the financial services industry. Savings banks, savings and loan associations and commercial banks located in the Banks' principal market areas historically have provided the most direct competition for deposits. Dealers in government securities, deposit brokers and credit card, direct and internet based financial institutions outside of the Banks' principal market areas also provide competition for deposits. Savings banks, savings and loan associations, commercial banks, mortgage banking companies, insurance companies and other institutional lenders provide the principal competition for loans. This competition can increase the rates the Banks pay to attract deposits and reduce the interest rates they can charge on loans, and impact the Banks' ability to retain existing customers and attract new customers. Banks, trust companies, investment advisers, mutual fund companies and insurance companies provide the Banks' principal competition for trust and asset management business. WE ARE SUBJECT TO REGULATORY RESTRICTIONS. We and our subsidiaries are subject to a variety of regulatory restrictions in conducting business by federal and state authorities. These include restrictions imposed by the Bank Holding Company Act, 12 the Federal Deposit Insurance Act, the Federal Reserve Act, the Home Owners' Loan Act and a variety of Federal and state consumer protection laws. See "Supervision and Regulation." OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW INCLUDE CERTAIN ANTI-TAKEOVER PROVISIONS. In addition to the regulations described under "Supervision and Regulation" below, certain provisions of our certificate of incorporation, bylaws and Delaware's General Corporation Law could discourage potential acquisition proposals or delay or prevent a change in control of us. Those provisions include a classified Board of Directors, special provisions for notice to us for shareholders to nominate directors and our ability to issue up to 1 million shares of preferred stock and 150 million shares of common stock. These authorized but unissued shares provide us desirable flexibility for possible acquisitions and other corporate purposes, but could also delay or hinder an unsolicited acquisition of us. 13 RATIO OF EARNINGS TO FIXED CHARGES The following table describes our consolidated ratios of earnings to fixed charges for the periods indicated.
FOR THE THREE MONTHS ENDED MARCH 31, FOR THE YEAR ENDED DECEMBER 31, --------------- ------------------------------- 2003 2002 2002 2001 2000 1999 1998 ---- ---- ---- ---- ---- ---- ---- RATIO OF EARNINGS TO FIXED CHARGES: Excluding Interest on Deposits.... 8.7x 6.8x 8.3x 4.3x 3.2x 3.4x 3.6x Including Interest on Deposits.... 2.8x 2.6x 2.8x 1.9x 1.7x 1.7x 1.8x
The ratio of earnings to fixed charges has been computed by dividing income before income taxes plus fixed charges by fixed charges. Fixed charges, excluding interest on deposits, consist of interest on indebtedness other than deposits and the portion of rental expense deemed representative of an interest factor. Fixed charges, including interest on deposits, consist of both of the foregoing items plus interest on deposits. USE OF PROCEEDS This exchange offer is intended to satisfy our obligations under a registration rights agreement we entered into with the initial purchasers of the outstanding notes. We will not receive proceeds from the issuance of the exchange notes we are offering. In consideration for issuing the exchange notes in exchange for outstanding notes as described in this prospectus, we will receive outstanding notes of like principal amount. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled. Accordingly, the issuance of the exchange notes will not result in any increase in our outstanding debt. 14 CAPITALIZATION The following table sets forth our unaudited consolidated capitalization as of March 31, 2003, on an actual basis and "as adjusted" to give effect to the issuance and sale of the outstanding notes as if the offering occurred on March 31, 2003. You should read this summary in conjunction with the information included in "Selected Financial Data" and our consolidated financial statements and related notes contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 and incorporated by reference in this prospectus. See "Where You Can Find More Information."
MARCH 31, 2003 ---------------------------- ACTUAL AS ADJUSTED ------ ----------- (DOLLARS IN THOUSANDS) LONG-TERM DEBT: Long-term borrowings(1)................................................. $ 35,500 $ 35,500 6.625% subordinated notes due 2008...................................... 125,000 125,000 4.875% subordinated notes due 2013...................................... -- 250,000 --------- ---------- Total long-term debt.................................................. $ 160,500 $ 410,500 ========= ========== STOCKHOLDERS' EQUITY: Common stock, par value $1.00; authorized 150,000,000 shares; issued 78,528,346 shares.............................................. $ 78,528 $78,528 Additional paid-in capital.............................................. 49,965 49,965 Retained earnings....................................................... 896,827 896,827 Accumulated other comprehensive income.................................. (1,837) (1,837) Treasury stock, at cost; 12,823,691 shares.............................. (268,677) (268,677) --------- ---------- Total stockholders' equity............................................ $ 754,806 $ 754,806 ========= ========== Total long-term debt, capital securities and stockholders' equity.......... $ 915,306 $1,165,306 ========= ========== CAPITAL RATIOS(2): Tier 1 capital ratio.................................................... 7.11% 7.11% Risk-adjusted capital ratio............................................. 10.20% 11.92% Leverage capital ratio.................................................. 6.15% 6.15%
- ------------------ (1) Consists of advances from the Federal Home Loan Bank. (2) Capital ratios shown in the "as adjusted" column assume that the estimated net proceeds of $246,580,000 from the sale of the outstanding notes are invested in short-term money market instruments. 15 SUPERVISION AND REGULATION Bank holding companies, banks and thrifts are extensively regulated under both federal and state law. Below is a summary description of the laws and regulations that most affect our operations and those of our subsidiaries. This description is qualified in its entirety by reference to the applicable laws and regulations. GENERAL We are a bank holding company and a thrift holding company, as well as a financial holding company under the Bank Holding Company Act (the "BHCA"). The Banks are deposit-taking institutions whose deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC"). Federal statutes that apply to us and/or the Banks include the BHCA, the Federal Reserve Act, the Federal Deposit Insurance Act and the Home Owners' Loan Act. We are regulated by the Delaware Department of Banking and the Federal Reserve Board (the "FRB"). Our Delaware bank subsidiary, WTC, is regulated by the Delaware Department of Banking and the FDIC; our Pennsylvania bank subsidiary, WTPA, is regulated by the Pennsylvania Department of Banking and the FRB; and our federal savings bank subsidiary with branches in Maryland and Florida, WTFSB, is regulated by the Office of Thrift Supervision (the "OTS"). In addition, certain other of our subsidiaries are regulated by federal and state authorities. BHCA Under the BHCA and FRB regulations adopted under the BHCA, the FRB's approval is required before a bank holding company may acquire "control" of a bank or before any company may acquire "control" of a bank holding company. The BHCA defines "control" of a bank to include ownership or the power to vote 25% or more of any class of a bank's voting stock, the ability to otherwise control the election of a majority of a bank's directors or the power to exercise a controlling influence over a bank's management or policies. In addition, the FRB's prior approval is required for: - The acquisition by a bank holding company of ownership or control of more than five percent of the outstanding shares of any class of voting securities of a bank or a bank holding company; - The acquisition by a bank holding company, or any nonbanking subsidiary of a bank holding company, of all or substantially all of a bank's assets; or - The merger or consolidation of bank holding companies. Accordingly, before obtaining "control" of us, a bank holding company or other company would need to obtain the FRB's prior approval. Since we are a savings and loan holding company, the entity also would need to obtain the OTS's approval. A bank holding company and its subsidiaries generally may not, with certain exceptions, engage in, acquire or control voting securities or assets of a company engaged in any activity other than (1) banking or managing or controlling banks and other subsidiaries that are engaged in activities authorized under the BHCA and (2) any activity the FRB determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. These include any incidental activities necessary to carry on those activities. The FRB has approved a lengthy list of activities permissible for bank holding companies and their non-banking subsidiaries. Those include: 16 - Making, acquiring and servicing loans and other extensions of credit; - Performing functions a trust company can perform; - Acting as an investment or financial advisor; - Performing certain insurance agency and underwriting activities directly related to extensions of credit by the holding company or its subsidiaries and engaging in insurance agency activities in towns of 5,000 or less; - Performing appraisals of real estate and tangible and intangible personal property; - Acting as an intermediary for the financing of commercial and industrial income-producing real estate; - Providing certain securities brokerage services; - Underwriting and dealing in government obligations and money market instruments; and - Providing tax planning and preparation services. In addition, under the BHCA, a bank holding company that meets certain qualifications can elect to become a financial holding company. A financial holding company can engage in the activities permitted generally for bank holding companies, including the activities listed above, without obtaining the FRB's approval that would otherwise be required. A financial holding company also may engage in additional activities not otherwise permitted for a bank holding company, generally without obtaining the FRB's prior approval. These additional permitted activities include engaging in, acquiring or controlling a company engaged in securities underwriting and distribution, merchant banking, certain insurance agency, brokerage and underwriting activities and other activities the FRB determines are financial in nature, incidental to a financial activity or complementary to a financial activity and do not pose a substantial risk to the company's or the financial system's safety and soundness. To qualify to become a financial holding company, a bank holding company's subsidiary depository institutions must all be "well-managed" and "well-capitalized" and have at least a "satisfactory" rating under the Community Reinvestment Act (the "CRA"). In 2000, we became a financial holding company. Our status as a financial holding company should permit greater flexibility in the future growth of our fee businesses. If any of the Banks fails to meet applicable capital and management requirements, the FRB may impose any limitations or conditions it deems appropriate on the activities of us or any of our subsidiaries, and we could not commence any additional financial holding company activities without the FRB's approval. If the problem was not corrected within 180 days after notice from the FRB or such additional time as the FRB permits, we could be required to cease engaging in the financial holding company activity or divest ownership of one or more of the Banks. INTERSTATE BANKING ACT Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Banking Act"), adequately capitalized and managed bank holding companies are permitted to acquire a bank in any state, subject to regulatory approval and certain limitations, and regardless of certain state law restrictions such as reciprocity requirements and regional compacts. States cannot "opt out" of these interstate acquisition provisions. In addition, under the Interstate Banking Act, banks located in different states are allowed to merge, subject to regulatory approval and certain limitations, as long as neither bank is headquartered in a state that "opted out" of those provisions. Under the Interstate Banking Act, states may permit out-of-state banks to establish new branches within their borders or acquire existing branches within their borders. Delaware exercised its authority under the Interstate Banking Act to allow mergers between Delaware banks and out-of-state banks, as 17 well as the opening of new Delaware offices by the resulting institutions. However, Delaware did not permit out-of-state banks to establish new branches in Delaware or acquire Delaware branches of other institutions without merging with them. SAFETY AND SOUNDNESS LIMITATIONS As a bank holding company, we are required to conduct our operations in a safe and sound manner. If the FRB believes an activity of a bank holding company or control of a nonbank subsidiary, other than a nonbank subsidiary of a bank, presents a serious risk to the financial safety, soundness or stability of a subsidiary bank of the bank holding company and is inconsistent with sound banking practices or the purposes of the BHCA or certain other federal banking statutes, the FRB may require the bank holding company to terminate the activity or the holding company's control of the subsidiary. Under Section 23B of the Federal Reserve Act, each of the Banks may engage in transactions with its affiliates only on an arms'-length basis. Under Section 23A of the Federal Reserve Act, each of the Banks is subject to dollar amount and collateral requirements with respect to loans to its affiliates and asset purchases from its affiliates. For these purposes, we and the companies we control, including the Banks, are "affiliates" of the Banks. In addition to their restrictions on transactions with affiliates, the Federal Reserve Act and FRB regulations impose dollar amount, credit quality and other limitations on loans by the Banks to directors, officers and principal shareholders of the Banks and their subsidiaries and to related interests of those persons. CAPITAL STANDARDS The FRB and the other federal banking agencies have adopted "risk-based" capital standards to assist in assessing the capital adequacy of bank holding companies and banks under those agencies' jurisdiction. Those risk-based capital standards include both a definition of capital and a framework for calculating "risk-weighted" assets. For this purpose, a bank's risk-weighted assets include both its assets and off-balance sheet items, such as loan commitments and standby letters of credit, and each asset and off-balance sheet item is assigned a risk weight. An institution's risk-based capital ratio is calculated by dividing its qualifying capital by its risk-weighted assets. At least one-half of risk-based capital must consist of Tier 1 capital (generally including common stockholders' equity, qualifying cumulative and noncumulative perpetual preferred stock and minority interests in consolidated subsidiaries). The FRB also adopted minimum leverage ratios of "Tier 1" capital to total assets. At March 31, 2003, we and the Banks were all well-capitalized, with capital levels in excess of applicable risk-based and leverage thresholds. FDIC INSURANCE AND REGULATION The FDIC insures deposits in the Banks up to applicable limits. None of the Banks is currently required to pay premiums for FDIC insurance coverage. The FDIC and the other federal banking agencies may impose a variety of sanctions if we or one of the Banks does not operate in accordance with applicable laws, regulations, policies or directives. These include instituting cease-and-desist proceedings, assessing civil monetary penalties and removing officers. In addition, the FDIC has the authority to terminate deposit insurance coverage, after notice and hearing, if it determines that an insured deposit-taking institution is engaged in an unsafe or unsound practice that has not been corrected, is in an unsafe or unsound condition to continue operation, or has violated any law, regulation, rule or order of, or condition imposed by, the FDIC. We are not aware of any past or current practice, condition or violation that might lead to termination of the deposit insurance 18 coverage of any of the Banks or any proceeding against us, any of the Banks or any of their respective directors, officers or staff members. The Federal Deposit Insurance Corporation Improvement Act of 1991 (the "Improvement Act") requires annual on-site examinations of insured depository institutions, and authorizes the appropriate federal banking agency to take prompt corrective action to resolve an institution's problems. The nature and extent of the corrective action depends primarily on the institution's capital level. While the Banks are all well-capitalized, if any of them became undercapitalized, remedies available to the appropriate federal banking agency would include: - Requiring recapitalization or a capital restoration plan; - Restricting transactions with affiliates; - Restricting interest rates, asset growth, activities and investments in subsidiaries; and - Ordering a new election of directors, dismissing directors or senior executive officers and requiring the employment of qualified senior executive officers. In any such event, we could be required to guarantee compliance with the Bank's capital restoration plan and provide assurance of performance under the plan. DIVIDEND LIMITATIONS The FRB's policy generally is that banks and bank holding companies should not pay dividends unless the institution's prospective earnings retention rate is consistent with its capital needs, asset quality and overall financial condition. FRB policy also is that bank holding companies should be a source of managerial and financial strength to their subsidiary banks. Accordingly, the FRB believes that those subsidiary banks should not be compromised by a level of cash dividends that places undue pressure on their capital. The FDIC can prohibit a bank from paying dividends if it believes the dividend payment would constitute an unsafe or unsound practice. Federal law also prohibits dividend payments that would result in a bank failing to meet its applicable capital requirements. Delaware law restricts WTC from declaring dividends that would impair its stated capital. OTS regulations limit capital distributions by WTFSB. Under OTS regulations, WTFSB must give notice to the OTS at least 30 days before a proposed capital distribution and must file an application with the OTS if the proposed distribution plus prior distributions in the same calendar year would exceed the sum of (1) 100% of its net income to date during the calendar year plus (2) its retained net income for the preceding two years, of if the proposed distribution would not leave WTFSB at least adequately capitalized. OTHER LAWS AND REGULATIONS The lending and deposit-taking activities of the Banks are subject to a variety of federal and state consumer protection laws, including: - The Truth-in-Lending Act (which principally mandates certain disclosures in connection with loans made for personal, family or household purposes and imposes substantive restrictions with respect to home equity lines of credit); - The Truth-in-Savings Act (which principally mandates certain disclosures in connection with deposit-taking activities); 19 - The Equal Credit Opportunity Act (which prohibits discrimination in all aspects of credit-granting and requires notice of adverse action to persons denied credit); - The Fair Credit Reporting Act (which requires a lender to disclose the name and address of a credit bureau that has provided a report that resulted in a denial of credit and imposes requirements in connection with pre-screened offers of credit and the sharing of information with affiliates and third parties); - The Real Estate Settlement Procedures Act (which requires residential mortgage lenders to provide loan applicants with closing cost information and prohibits referral fees in connection with loans and other real estate settlement services); - The Electronic Funds Transfer Act (which requires certain disclosures in connection with electronic funds transactions); and - The Expedited Funds Availability Act (which requires that deposited funds be made available for withdrawal in accordance with a prescribed schedule that must be disclosed to customers). Under the CRA and the Fair Housing Act, depository institutions are prohibited from certain discriminatory practices that limit or withhold services to individuals residing in economically depressed areas. In addition, the CRA imposes certain affirmative obligations to provide lending and other financial services to those individuals. CRA performance is considered by all of the federal banking agencies in reviewing applications to relocate an office, merge, acquire a financial institution or establish new branch or deposit facilities. Federal legislation has permanently pre-empted all state usury laws on residential first mortgage loans made by insured depository institutions in any state that did not override that preemption. Although some states overrode that preemption, Delaware, Florida, Maryland and Pennsylvania did not. Accordingly, there is currently no limit on the interest rate the Banks can charge on such loans governed by the laws of those states. In addition, the usury limitations of the Banks' respective home states apply to all other loans the Banks offer nationwide. In today's interest rate environment, those usury laws do not materially affect the Banks' lending programs. DELAWARE LAW The state of Delaware is generally regarded as a premier jurisdiction in the United States for corporate and trust matters. This reputation stems from the favorable legal and tax environment established by the Delaware legislature and the 200-year case law history of the state's Chancery Court system, which has jurisdiction over corporate and trust matters. In general, trusts governed by Delaware law can be administered more flexibly, more economically, for longer periods of time, with a greater degree of protection from creditors and with a greater degree of confidentiality than is available in many other states. More corporations are incorporated in Delaware than in any other state in the country. Many Fortune 500 companies are headquartered in Delaware, especially those in the pharmaceutical, life sciences, chemical and financial services industries. The presence of these companies and the favorable legal and tax environment historically have contributed to Wilmington Trust's and WTC's operating results. While in recent years several states, including Nevada and Alaska, have implemented advantageous legal and tax provisions similar to those available in Delaware, Delaware continues to provide a spectrum of advantages for corporate and trust matters that is widely regarded as unparalleled in any other state. 20 DESCRIPTION OF EXCHANGE OFFER PURPOSE AND EFFECT OF THE EXCHANGE OFFER In connection with the sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers of those notes, pursuant to which we agreed to file and to use our reasonable best efforts to cause to be declared effective by the SEC a registration statement with respect to the exchange of the outstanding notes for the exchange notes. See "Registration Rights." We are making this exchange offer to fulfill our contractual obligations under that agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. Pursuant to the exchange offer, we will issue the exchange notes in exchange for outstanding notes. The form and terms of the exchange notes are substantially the same as the form and terms of the outstanding notes, except that the exchange notes (1) will have been registered under the Securities Act and therefore will not be subject to the restrictions on transfer (and related legends) applicable to the outstanding notes and (2) will not contain registration rights or provide for any increase in the interest rate related to our failure to fulfill our obligations under the registration rights agreement to register the outstanding notes and complete the exchange offer. The exchange notes will evidence the same debt as the outstanding notes and will be issued under and entitled to the benefits of the same indenture under which the outstanding notes were issued. See "Description of the Exchange Notes" for more information on the terms of the exchange notes. We are not making the exchange offer to, and will not accept tenders for exchange from, holders of outstanding notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities and blue sky laws of that jurisdiction. When we refer to a "holder" with respect to the exchange offer, unless the context otherwise requires, we refer to any person in whose name the outstanding notes are registered on our books, any other person who has obtained a properly completed bond power from the registered holder or any person whose outstanding notes are held of record by The Depository Trust Company ("DTC"), the book-entry transfer facility for the notes, who desires to deliver such outstanding notes by book-entry transfer at DTC. We make no recommendation to the holders of outstanding notes as to whether to tender or refrain from tendering all or any portion of their outstanding notes pursuant to the exchange offer. In addition, no one has been authorized to make any such recommendation. Holders of outstanding notes must make their own decision whether and what aggregate amount of outstanding notes to tender pursuant to the exchange offer, after reading this entire prospectus (including the section entitled "Risk Factors" and the documents incorporated by reference in this prospectus) and the letter of transmittal that has been filed as an exhibit to the registration statement of which this prospectus is a part. Holders are urged to consult their financial and tax advisors in making their own decision on what action to take. TERMS OF THE EXCHANGE Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we will accept for exchange outstanding notes that are properly tendered and not withdrawn on or prior to the expiration date. As of the date of this prospectus, $250,000,000 aggregate principal amount of the outstanding notes is outstanding, all of which are registered in the name of Cede & Co., as nominee for DTC. This prospectus, together with the letter of transmittal, is first being sent on or about __________, 2003, to all holders of outstanding notes known to us. There will be no fixed record date for determining registered holders of outstanding notes entitled 21 to participate in the exchange offer. Outstanding notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple of that amount. Our acceptance of a tender of outstanding notes by a tendering holder will form a binding agreement between the tendering holder and us upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal. EXPIRATION, EXTENSION AND AMENDMENT The exchange offer will expire at 5:00 p.m., New York City Time, on __________, 2003. However, we may, in our sole discretion, extend the period of time for which the exchange offer is open and set a later expiration date. The term "expiration date" as used in this prospectus means the latest time and date to which we extend the exchange offer. If we decide to extend the exchange offer period, we will then delay acceptance of any outstanding notes by giving oral or written notice of the extension to the exchange agent. During any extension period, all outstanding notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any outstanding notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer. Our obligation to accept outstanding notes for exchange in the exchange offer is subject to the conditions described below under "--Conditions to the Exchange Offer." We may decide to waive any of those conditions in our discretion. Furthermore, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified under that heading below. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the exchange agent as promptly as practicable. If we change the terms of the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose that amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes. If the change is made less than five business days before the expiration date of the exchange offer, we will extend the offer so that holders will have at least five business days to tender. We will notify holders of any extension by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date. PROCEDURES FOR TENDERING Valid Tender Except as described below, a tendering holder must, prior to the expiration date, transmit to Wells Fargo Bank Minnesota, National Association, the exchange agent, at the address listed under the heading "--Exchange Agent": - a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal; or - if notes are tendered in accordance with the book-entry procedures listed below, an agent's message in lieu of the letter of transmittal. In addition, either: 22 - the exchange agent must receive outstanding notes along with the letter of transmittal; or - the exchange agent must receive, before expiration date of the exchange offer, a timely confirmation of book-entry transfer of the outstanding notes into the exchange agent's account at DTC according to the procedure for book-entry transfer described below; or - the holder must comply with the guaranteed delivery procedures described below. The term "agent's message" means a message, transmitted to the exchange agent's account at DTC and received by the exchange agent and forming a part of a book-entry confirmation, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder. If the letter of transmittal is signed by a person other than the registered holder of outstanding notes, the outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder exactly as the name of the registered holder appears on the outstanding notes, and an "eligible institution" (as defined below) must guarantee the signature. If the letter of transmittal or any outstanding notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted. By tendering, each holder will represent to us that (1) the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder, (2) neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes, (3) the holder is not an "affiliate" (as defined in Rule 405 of the Securities Act) of Wilmington Trust Corporation or, if it is such an affiliate, that it understands and acknowledges that the exchange notes may not be offered for resale, resold or otherwise transferred by it without registration under, or an exemption from, the Securities Act, (4) the holder, if not a broker-dealer, is not engaged in and does not intend to engage in a distribution of the exchange notes, (5) the holder, if a broker-dealer, is receiving exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, and (6) the holder is not acting on behalf of any person who could not truthfully make the foregoing representations. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such registered notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business 210 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." The method of delivery of outstanding notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or outstanding notes to us. 23 If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC's book-entry transfer facility system may make book-entry delivery of the outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent's account. Signature Guarantees Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the outstanding notes surrendered for exchange are tendered: - by a registered holder of the outstanding notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal, or - for the account of an "eligible institution." If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an "eligible institution." An "eligible institution" is a financial institution, including most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program. Book-Entry Transfer The exchange agent will make a request to establish an account for the outstanding notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC's systems must make book-entry delivery of outstanding notes by causing DTC to transfer those outstanding notes into the exchange agent's account at DTC in accordance with DTC's procedure for transfer. The participant should transmit its acceptance to DTC at or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify this acceptance, execute a book-entry transfer of the tendered outstanding notes into the exchange agent's account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent's message confirming that DTC has received an express acknowledgment from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against that participant. Delivery of exchange notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent's message, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent at the address listed under "--Exchange Agent" at or prior to the expiration date. Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent's account at DTC or all documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. 24 Guaranteed Delivery If a registered holder of outstanding notes desires to tender the outstanding notes, and the outstanding notes are not immediately available, or time will not permit the holder's outstanding notes or the letter of transmittal or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if: - the tender is made through an eligible institution; - prior to the expiration date, the exchange agent received from an eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery: - stating the name and address of the holder of outstanding notes and the amount of outstanding notes tendered, - stating that the tender is being made, and - guaranteeing that within three New York Stock Exchange trading days after the expiration date, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent's message, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and - the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent's message, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration date. DETERMINATION OF VALIDITY We will determine in our sole discretion all questions as to the validity, form and eligibility of outstanding notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipt, acceptance and withdrawal of tenders. These determinations will be final and binding. We reserve the right to reject any particular outstanding note not properly tendered or of which our acceptance might, in our judgment, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of the exchange offer as to any particular outstanding note either before or after the expiration date, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular outstanding note, either before or after the expiration date, including the letter of transmittal and the instructions to the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we determine. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of outstanding notes. Moreover, neither we, the exchange agent nor any other person will incur any liability for failing to give notification of any defect or irregularity. ACCEPTANCE OF OUTSTANDING NOTES FOR EXCHANGE; ISSUANCE OF EXCHANGE NOTES Upon the terms and subject to the conditions of the exchange offer, we will accept, promptly after the expiration date, all outstanding notes properly tendered and not withdrawn. We will issue the exchange notes promptly after acceptance of the outstanding notes. For purposes of the exchange offer, we will be deemed to have accepted properly tendered outstanding notes for exchange when, as and if we 25 have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice. In all cases, issuance of exchange notes for outstanding notes will be made only after timely receipt by the exchange agent of: - certificates for the outstanding notes or a timely book-entry confirmation of the outstanding notes into the exchange agent's account at DTC; - a properly completed and duly executed letter of transmittal or an agent's message; and - any other required documents. For each outstanding note accepted for exchange, the holder of the outstanding note will receive an exchange note having a principal amount equal to that of the surrendered outstanding note. Unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder of the outstanding notes. Unaccepted or non-exchanged outstanding notes tendered by book-entry transfer will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer. INTEREST PAYMENTS ON THE EXCHANGE NOTES The exchange notes will bear interest from the most recent date to which interest has been paid on the outstanding notes exchanged therefor or, if no interest has been paid on such outstanding notes, from April 4, 2003. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date on which interest has been paid or, if no interest has been paid, from April 4, 2003. Outstanding notes accepted for exchange will cease to accrue interest from and after that date. Holders of outstanding notes whose outstanding notes are accepted for exchange will not receive any payment in respect of accrued interest on those outstanding notes. WITHDRAWAL RIGHTS Tenders of outstanding notes may be withdrawn at any time prior to the expiration date of the exchange offer. For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated under "--Exchange Agent" prior to the expiration date of the exchange offer. Any notice of withdrawal must: - specify the name of the person, which we refer to as the "depositor," having tendered the outstanding notes to be withdrawn; - identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of the outstanding notes; - contain a statement that the holder is withdrawing its election to have the outstanding notes exchanged; - be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes in the name of the person withdrawing the tender; and - specify the name in which the outstanding notes are registered, if different from that of the depositor. 26 If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution, unless this holder is an eligible institution. If outstanding notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with DTC's procedures. Any outstanding notes properly withdrawn will be deemed not to have been validly tendered for exchange. Exchange notes will not be issued in exchange unless the outstanding notes so withdrawn are validly re-tendered. Properly withdrawn outstanding notes may be re-tendered by following the procedures described under "--Procedures for Tendering" above at any time on or prior to the expiration date. We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal, and our determination will be final and binding on all parties. CONDITIONS TO THE EXCHANGE OFFER Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any outstanding notes for any exchange notes, and, as described below, may terminate the exchange offer, whether or not any outstanding notes have been accepted for exchange, or may waive any of the conditions to or amend the exchange offer, if any of the following conditions has occurred or exists: - the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the securities or blue sky laws of substantially all of the states of the United States; - the exchange offer, or the making of an exchange by a holder of outstanding notes, violates any applicable law or any applicable interpretation of the staff of the SEC; or - any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer. In addition, we will not be obligated to accept for exchange outstanding notes of any holder that has not made to us: - the representations described under "Procedures for Tendering" and in the letter of transmittal; and - any other representations that may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act. If we determine in our sole discretion that any of the foregoing events or conditions has occurred or exists, we may, subject to applicable law, terminate the exchange offer, whether or not any outstanding notes have been accepted for exchange, or may waive either that condition or otherwise amend the terms of the exchange offer in any respect. See "--Expiration, Extension and Amendment" above. 27 EXCHANGE AGENT We have appointed Wells Fargo Bank Minnesota, National Association as the exchange agent for the exchange offer. Delivery of the letters of transmittal and any other required documents, and all questions and requests for assistance relating to the exchange offer, should be directed to the exchange agent as follows:
By Registered or By Regular Mail or By Hand: By Facsimile Certified Mail: Overnight Courier: (Eligible Institutions only): Wells Fargo Bank Wells Fargo Bank Minnesota, Wells Fargo Bank Minnesota, National Association Minnesota, National Association 612-667-4927 MAC #N9303-121 National Association Corporate Trust Attn: Specialized Finance Corporate Trust MAC #N9303-121 Operations Operations Corporate Trust 12th Floor Confirm by Telephone: P.O. Box 1517 Operations 608 Second Avenue 800-344-5128 Minneapolis, MN 6th & Marquette Avenues South 55480-1517 Minneapolis, MN 55479 Minneapolis, MN 55402
Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal. FEES AND EXPENSES The principal solicitation is being made by mail by Wells Fargo Bank Minnesota, National Association, as exchange agent; however, additional solicitations may be made by telegraph, facsimile transmission, telephone or in person by our officers and regular employees or those of our affiliates. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provision of these services and pay other registration expenses, including fees and expenses of the trustee under the indenture relating to the exchange notes, filing fees, blue sky fees, accounting and legal fees and printing and distribution expenses. TRANSFER TAXES Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes on the exchange. If, however, exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of those taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of those transfer taxes will be billed directly to that tendering holder. ACCOUNTING TREATMENT We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. We will record the expenses of the exchange offer as incurred. 28 REPURCHASE OF OUTSTANDING NOTES We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. However, we have no present plans to acquire any outstanding notes that are not tendered in the exchange offer. 29 DESCRIPTION OF EXCHANGE NOTES We will issue the exchange notes under the same indenture, dated as of May 4, 1998 between us and Norwest Bank Minnesota, National Association (now Wells Fargo Bank Minnesota, National Association), as trustee, under which the outstanding notes were issued. The following describes the general terms and provisions of the exchange notes. The following description of the exchange notes is not complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the exchange notes. A copy of the indenture may be obtained from us upon request. In this "Description of Exchange Notes," unless indicated otherwise, all references to "Wilmington Trust Corporation," "we," "us" and "our" are only to Wilmington Trust Corporation and not to any of its subsidiaries. GENERAL The exchange notes initially will be limited to $250 million in aggregate principal amount and will mature on April 15, 2013. The exchange notes will bear interest at the rate of 4.875% per annum from April 4, 2003, payable semiannually in arrears on April 15 and October 15 of each year, commencing October 15, 2003, to the persons in whose names the exchange notes are registered at the close of business on the preceding April 1 or October 1, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The exchange notes may not be redeemed prior to their stated maturity and will not be subject to any sinking fund. We may, from time to time, without notice to or the consent of the registered holders of the exchange notes, create and issue additional notes ranking pari passu with the exchange notes in all respects, or in all respects except for the payment of interest accruing prior to the issue date of the additional notes or except for the first payment of interest following the issue date of the additional notes. The additional notes may be consolidated and form a single series with the exchange notes and have the same terms as the exchange notes as to status, redemption or otherwise. The indenture does not limit the aggregate principal amount of notes which may be issued thereunder and provides that notes of any series may be issued thereunder up to the aggregate principal amount that we may authorize from time to time. In addition to the outstanding notes, we have previously issued and have outstanding $125 million in aggregate principal amount of 6.625% subordinated notes due 2008 under the indenture. Those notes will rank pari passu with the exchange notes offered hereby. Neither the indenture nor the exchange notes limits or otherwise restricts the amount of other indebtedness that may be incurred or the other securities that may be issued by us or any of our subsidiaries. Because we are a holding company, our rights and the rights of our creditors, including the holders of the exchange notes offered hereby, to participate in the distribution of the assets of any of our subsidiaries upon its liquidation or reorganization will be subject to the prior claims of those subsidiaries' creditors, except to the extent that we may ourselves be a creditor with recognized claims against such subsidiary. DELIVERY AND FORM The exchange notes initially will be represented by a global note deposited with the Depository Trust Company, or DTC, and registered in the name of DTC's nominee, Cede & Co., or held in the custody of the trustee pursuant to an agreement between DTC and the trustee. The global note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another 30 nominee of DTC or by DTC or any nominee of DTC to a successor depositary or any nominee of that successor. Interests in the exchange notes will be available for purchase in denominations of $1,000 and integral multiples thereof in book-entry form only. Unless and until certificated notes are issued under the limited circumstances described below, no beneficial owner of an exchange note will be entitled to receive a definitive certificate representing an exchange note. As long as DTC or any successor depositary or its nominee is the registered holder of the global note, DTC, the depositary or the nominee, as the case may be, will be considered to be the sole owner or holder of the exchange notes for all purposes of the indenture. BOOK-ENTRY SYSTEM The following description of the operations and procedures of DTC is provided as a matter of convenience. Neither we nor the initial purchasers take any responsibility for these operations or procedures, which are solely within the control of DTC and are subject to change from time to time. The information in the section concerning DTC has been taken from sources that we believe to be reliable, but we take no responsibility for its accuracy. Investors are urged to contact DTC or its participants directly to discuss these matters. DTC will act as securities depository for the exchange notes. The exchange notes will be issued as one fully-registered certificate registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as an authorized representative of DTC may request. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over two million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("direct participants") deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants' accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of direct participants of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation ("NSCC," "GSCC," "MBSCC" and "EMCC," also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly ("indirect participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its direct participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of exchange notes under the DTC system must be made by or through direct participants, which will receive a credit for the exchange notes on DTC's records. The ownership interest of each actual purchaser or beneficial owner of each exchange note is in turn to be recorded on the 31 records of direct participants or indirect participants. Beneficial owners will not receive written confirmation from DTC of their purchases. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct participant or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the exchange notes are to be accomplished by entries made on the books of direct participants and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in exchange notes, except in the event that use of the book-entry system for the exchange notes is discontinued. To facilitate subsequent transfers, all exchange notes deposited by direct participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of exchange notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the exchange notes; DTC's records reflect only the identity of the direct participants to whose accounts those exchange notes are credited, which may or may not be the beneficial owners. The direct participants and the indirect participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of exchange notes may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the exchange notes such as redemptions, tenders, defaults, proposed amendments to the exchange note documents and the exchange offer. For example, beneficial owners of exchange notes may wish to ascertain that the nominee holding the exchange notes for their benefit has agreed to obtain and transmit notices to beneficial owners. In the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Neither DTC, Cede & Co. nor any other DTC nominee will consent or vote with respect to exchange notes unless authorized by a direct participant in accordance with DTC's procedures. Under its usual procedures, DTC would mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts exchange notes are credited on the record date as identified in a listing attached to the omnibus proxy. Redemption proceeds, distributions and dividend payments on the exchange notes will be made to Cede & Co. or another nominee as an authorized representative of DTC may request. DTC's practice is to credit direct participants' accounts upon DTC's receipt of funds and corresponding detail information from an agent or us on the payment date in accordance with their respective holdings shown on DTC's records. Payments by direct participants and indirect participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of those direct participants or indirect participants and not of DTC or its nominee, agent or us, subject to any statutory or regulatory requirements that may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co. (or another nominee as an authorized representative of DTC may request) is the responsibility of the agent or us, disbursement of those payments to direct participants will be the responsibility of DTC and disbursement of those payments to the beneficial owners will be the responsibility of direct participants and indirect participants. 32 DTC may discontinue providing its services as depository with respect to the exchange notes at any time by giving reasonable notice to the agent or us. Under these circumstances, if a successor depository is not obtained, note certificates are required to be printed and delivered. We may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depository. In that event, note certificates will be printed and delivered. CONSOLIDATION, MERGER OR SALE OF ASSETS The indenture provides that we may, without the consent of the holders of any of the notes outstanding under the indenture, consolidate with, merge into or transfer our assets substantially as an entirety to any person or entity, provided that: - Any successor expressly assumes our obligations on the notes and under the indenture; - After giving effect to the transaction (and after the lapse of time or notice or both), no Default (as defined in the indenture) has happened and is continuing; and - Certain other conditions under the indenture are met. Accordingly, any such consolidation, merger or transfer of assets substantially as an entirety that meets the conditions described above would not create any Default which would entitle holders of the exchange notes, or the trustee on their behalf, to take any of the actions described below under "-- Events of Default, Defaults, Waivers, Etc." The indenture and the exchange notes do not contain provisions that would protect holders of the exchange notes in the event of a highly leveraged or other transaction involving us which could adversely affect the holders of the exchange notes. MODIFICATION OF THE INDENTURE; WAIVER OF COVENANTS The indenture provides that, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding notes of each affected series, additions or changes to the indenture may be made that modify the rights of the holders of those notes; provided that no such addition or change may be made without the consent of the holder of each note so affected that would: - Change the maturity of the principal of, or of any installment of interest or any premium on, any note issued pursuant to the indenture; - Reduce the principal amount of or any premium on or the minimum rate of interest on any note issued pursuant to the indenture; - Reduce the amount of principal of an original issue discount note that would be due and payable upon acceleration of the maturity of any note issued pursuant to the indenture; - Change the method of calculating interest or the currency of payment of principal or interest or any premium if any on any note issued pursuant to the indenture; - Impair the right to institute suit for the enforcement of any payment on or with respect to any note issued pursuant to the indenture; or - Reduce the percentage in principal amount of outstanding notes required to modify, alter or waive certain results under the indenture. SUBORDINATION The exchange notes will be unsecured and subordinated and junior in right of payment to our obligations to the holders of senior indebtedness (as defined below) and our general obligations (as 33 defined below). At March 31, 2003, we had $36,427,165 of general obligations (including $927,165 of deferred directors' fees) and no senior indebtedness outstanding. The indenture does not prohibit or limit the incurrence of senior indebtedness or general obligations, including senior indebtedness or general obligations with respect to our subsidiaries. It is our intent that the exchange notes will be treated as capital in calculating regulatory capital ratios. The FRB has issued interpretations of its capital regulations generally providing, among other things, that subordinated debt of bank holding companies is includable in capital in calculating regulatory capital ratios only if the subordination of the debt meets certain criteria and the debt may be accelerated only for bankruptcy, insolvency and similar matters. The indenture contains subordination and acceleration provisions for the exchange notes that are intended to be consistent with the FRB's interpretations. If any distribution of our assets occurs upon any dissolution, winding up, liquidation or reorganization, any holders of senior indebtedness will be entitled to receive payment in full of all amounts due or to become due before the holders of any of the notes will be entitled to receive any payment in respect of the principal of, premium, if any, or interest on any of the notes. If, after any such payment or distribution of assets there remain, after giving effect to the subordination provisions in favor of the holders of senior indebtedness, any amounts of cash, property or securities available for payment or distribution in respect of any of the notes and if, at that time, any creditors in respect of general obligations have not received payment in full of all amounts due or to become due on or in respect of those general obligations, then those excess proceeds will first be applied to pay or provide for the payment in full of those general obligations before any payment or distribution may be made in respect of any of the notes. In addition, no payment may be made of the principal of, premium, if any, or interest on the notes, or in respect of any redemption, retirement, purchase or other acquisition of any of the notes, at any time when: - There is a default in the payment of the principal of, premium, if any, or interest on any senior indebtedness; or - Any event of default with respect to any senior indebtedness has occurred and is continuing, or would occur as a result of that payment on the notes or any redemption, retirement, purchase or other acquisition of any of the notes, permitting the holders of that senior indebtedness to accelerate the maturity thereof. Except as described above, our obligation to make payment of the principal of, premium, if any, or interest on the exchange notes will not be affected. Subject to payment in full of all senior indebtedness, the holders of the exchange notes will be subrogated to the rights of the holders of senior indebtedness to receive payments or distributions of cash, property or securities of us applicable to senior indebtedness. Subject to payment in full of all general obligations, the holders of the exchange notes will be subrogated to the rights of the creditors in respect of general obligations to receive payments or distributions of cash, property or securities applicable to general obligations. "Senior indebtedness" means the principal of, premium, if any, and interest on: - All of our indebtedness for money borrowed, other than the exchange notes and any other notes issued under the indenture, whether outstanding on the date of execution of the indenture or created, assumed or incurred thereafter, except that indebtedness as by its 34 terms is expressly stated to be not superior in right of payment to the notes issued under the indenture, or to rank pari passu with the notes issued under the indenture; and - Any deferrals, renewals or extensions of any such senior indebtedness. The term "indebtedness for money borrowed" includes, without limitation, any obligation of, or any obligation guaranteed by, us for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation for the payment of the purchase price of property or assets. There is no limitation on our issuance of senior indebtedness. "General obligations" is defined in the indenture to mean all of our obligations to make payments on account of claims in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts and similar arrangements, other than: - Obligations on account of senior indebtedness; - Obligations on account of indebtedness for money borrowed ranking pari passu with or subordinate to the exchange notes; and - Obligations which by their terms are expressly stated not to be superior in right of payment to the notes or to rank pari passu with the exchange notes. The indenture also provides that, if any rule, guideline or interpretation promulgated or issued by the FRB (or other competent regulatory agency or authority), as from time to time in effect, establishes or specifies criteria for the inclusion in regulatory capital of subordinated debt of a bank holding company requiring that such subordinated debt be subordinated to obligations to creditors in addition to those set forth above, then the term "general obligations" also will include such additional obligations to creditors in effect from time to time pursuant to those rules, guidelines or interpretations. Under current FRB interpretations, subordinated debt qualifying as regulatory capital must be subordinated in right of payment to the claims of the issuer's general creditors and thus, under current FRB regulations, the notes are subordinated in right of payment to the claims of our general creditors. For purposes of the definition of "general obligations," the term "claim" will have the meaning assigned to it in Section 101(5) of the Bankruptcy Code of 1978, as amended to the date of the indenture. LIMITED RIGHT OF ACCELERATION Payment of principal of the exchange notes may be accelerated only in case of our bankruptcy, insolvency or reorganization. There is no right of acceleration in the case of a default in the payment of principal of, premium, if any, or interest on the exchange notes or the performance of any other covenant of ours in the indenture or in the exchange notes. EVENTS OF DEFAULT, DEFAULTS, WAIVERS, ETC. An "Event of Default" with respect to the exchange notes is defined in the indenture as certain events involving our bankruptcy, insolvency or reorganization. A "Default" with respect to the exchange notes is defined in the indenture as: - An Event of Default with respect to the exchange notes; - Default in the payment when due of the principal of or premium, if any, on any exchange note; - Default in the payment when due of interest upon any exchange note and the continuance of that default for 30 days; 35 - Default in the observance or performance of any other covenant or agreement in the indenture with respect to the exchange notes and the continuance of that default for 90 days after written notice; or - Any other default provided with respect to the exchange notes. If an Event of Default with respect to the exchange notes occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the exchange notes may declare the principal amount of all of the exchange notes to be due and payable immediately. If a Default occurs and is continuing, the trustee may, in its discretion, or at the written request of holders of not less than a majority in aggregate principal amount of the exchange notes and upon reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with that request and subject to certain other conditions set forth in the indenture, proceed to protect its rights and the rights of the holders of all of the exchange notes. The holders of a majority in aggregate principal amount of the exchange notes may waive an Event of Default or Default, except a default not theretofore cured in payment of the principal of, premium, if any, or interest on any exchange note or in respect of a covenant or provision in the indenture which cannot be modified or amended without the consent of the holders of all of the exchange notes. The indenture also provides that, notwithstanding any other provision of the indenture, the holder of any exchange note will have the right to institute suit to enforce any payment of principal of, premium, if any, or interest on that exchange note expressed in that exchange note, and that such right will not be impaired without the consent of that holder. We are required to file with the trustee annually a written statement of certain of our officers as to the existence or non-existence of defaults under the indenture or the exchange notes. REGARDING THE TRUSTEE We have agreed to indemnify the trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under the indenture, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties thereunder. We have other business relationships with the trustee. REGISTRATION RIGHTS We have entered into a registration rights agreement with the initial purchasers of the outstanding notes, for your benefit, in which we agreed to conduct a registered exchange offer, subject to the terms and conditions of the registration rights agreement. The exchange offer generally will permit holders of outstanding notes to exchange their outstanding notes for a new issue of notes, which we refer to as the "exchange notes," that are identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms relating to transfer restrictions, registration rights or interest rate increases. This summary of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the registration rights agreement, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part. 36 EXCHANGE OFFER Pursuant to the registration rights agreement, we have agreed that we will, at our cost: - Not later than 120 days after the date of original issuance of the outstanding notes (or if that day is not a business day, the first business day thereafter), file with the SEC a registration statement, which we refer to as the "exchange offer registration statement," with respect to a registered offer to exchange the outstanding notes for the exchange notes; and - Use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act not later than 210 days after the date of original issuance of the outstanding notes (or if that day is not a business day, the first business day thereafter) and to complete the exchange offer within 45 days after such effectiveness (or if that day is not a business day, the first business day thereafter). Upon the effectiveness of the exchange offer registration statement, we will offer the exchange notes in exchange for surrender of the outstanding notes. We will keep the exchange offer open for not less than 20 business days after the date notice of the exchange offer is mailed to the holders of the outstanding notes (or longer if applicable law requires). For each outstanding note surrendered to us in the exchange offer, the holder of that outstanding note will receive an exchange note having a principal amount equal to that of the surrendered outstanding note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the outstanding note surrendered in exchange therefor or, if no interest has been paid on that outstanding note, from the date of its original issue. Under existing SEC interpretations, the exchange notes would be freely transferable by holders of the outstanding notes other than affiliates of us after the exchange offer without further registration under the Securities Act, if the holder of the exchange notes makes the representations described below. Any broker-dealer receiving exchange notes in the exchange offer, however, will have a prospectus delivery requirement with respect to resales of the exchange notes. The SEC has taken the position that any such participating broker-dealer may fulfill its prospectus delivery requirement with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the outstanding notes) with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required, subject to the terms of that agreement, to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of those exchange notes. A participating broker-dealer that delivers such a prospectus to purchasers in connection with those resales will be subject to certain civil liability provisions under the Securities Act and will be bound by the provisions of the registration rights agreement (including certain indemnification rights and obligations therein). A holder of outstanding notes that wishes to exchange them for exchange notes in the exchange offer will be required to represent that: - Any exchange notes it receives will be acquired in the ordinary course of its business; - At the time of the exchange offer's commencement, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes; - It is not an "affiliate" of us, as defined in Rule 405 of the Securities Act, or, if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and 37 - It is not engaged in, and does not intend to engage in, the distribution of the exchange notes. If the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of these exchange notes. SHELF REGISTRATION If: - Applicable interpretations of the SEC's staff subsequent to the issuance of the outstanding notes do not permit us to effect the exchange offer as contemplated by the registration rights agreement; - For any other reason the exchange offer registration statement is not declared effective within 210 days after the date of the original issuance of the outstanding notes (or if that day is not a business day, the first business day thereafter), or the exchange offer is not consummated within 45 days after the exchange offer registration statement becomes effective; - Any initial purchaser so requests with respect to outstanding notes not eligible to be exchanged for exchange notes in the exchange offer and that are held by it following consummation of the exchange offer, or with respect to any exchange notes constituting part of an unsold allotment that are not freely tradable after such exchange; or - Any holder of outstanding notes (other than an initial purchaser) is not eligible to participate in the exchange offer or does not receive freely tradable exchange notes in the exchange offer other than because that holder is an affiliate of us; we will, at our cost: - As promptly as reasonably practicable (but not later than 45 days after required or requested as provided above), file a shelf registration statement covering resales of the outstanding notes or the exchange notes, as the case may be; - Use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act as promptly as reasonably practicable; and - Use our reasonable best efforts to keep the shelf registration statement continuously effective until two years after its effective date or such shorter period that will terminate when all of the outstanding notes or exchange notes, as applicable, covered by the shelf registration statement have been sold thereunder, have become freely tradable under the Securities Act or have otherwise ceased to be eligible for registration under the registration rights agreement. If a shelf registration statement is filed, we will, among other things, provide each holder for which that shelf registration statement was filed copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the outstanding notes or the exchange notes, as the case may be. A holder selling such outstanding notes or exchange notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain civil liability provisions under the 38 Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to that holder (including certain indemnification obligations). ADDITIONAL INTEREST If a registration default (as defined below) occurs, additional interest at a rate of 0.25% per annum will accrue on the principal amount of the applicable outstanding notes and exchange notes (in addition to the stated interest on those outstanding notes and exchange notes) from and including the date on which any such registration default occurs to but excluding the date on which all registration defaults have been cured. A "registration default" would occur if: - On or prior to the 120th day following the date of original issuance of the outstanding notes (or if that day is not a business day, the first business day thereafter), neither the exchange offer registration statement nor the shelf registration statement has been filed with the SEC; - On or prior to the 210th day following the date of original issuance of the outstanding notes (or if that day is not a business day, the first business day thereafter), neither the exchange offer registration statement nor the shelf registration statement has been declared effective; - On or prior to the 45th day following effectiveness of the exchange offer registration statement, the exchange offer has not been consummated (provided no shelf registration statement is required or requested to be filed); or - After either the exchange offer registration statement or the shelf registration statement has been declared effective, that registration statement thereafter ceases to be effective or usable in connection with resales of outstanding notes or exchange notes in accordance with and during the periods specified in the registration rights agreement, except as a result of our right to suspend use of that registration statement in accordance with the terms of the registration rights agreement. 39 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS The following summary describes certain United States federal income tax consequences resulting from the exchange of the outstanding notes for exchange notes pursuant to the exchange offer and the ownership and disposition of the exchange notes. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), administrative pronouncements, judicial decisions and existing and proposed Treasury regulations, and interpretations of the foregoing, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described below, possibly with retroactive effect. This summary discusses only notes held as capital assets within the meaning of Section 1221 of the Code. This summary does not deal with holders that may be subject to special tax rules (including, but not limited to, insurance companies, tax exempt organizations, financial institutions, retirement plans, regulated investment companies, dealers in securities or currencies, traders in securities who elect to apply the mark-to-market method of accounting, partnerships and other entities treated as pass-through for federal income tax purposes, expatriates, foreign persons, holders whose functional currency is not the United States dollar, and holders of the notes held as part of a "straddle," "hedge," "constructive sale" or "conversion transaction" for federal income tax purposes, or as part of an integrated investment). THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND DOES NOT ADDRESS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO HOLDERS OF OUTSTANDING NOTES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AND IT DOES NOT ADDRESS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION. HOLDERS OF OUTSTANDING NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE APPLICATION OF UNITED STATES FEDERAL TAX LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION. EXCHANGE OFFER The exchange of an outstanding note for an exchange note pursuant to the exchange offer will not constitute a "significant modification" of the outstanding note for federal income tax purposes. Accordingly, the exchange will be disregarded and the exchange note received will be treated as a continuation of the outstanding note in the hands of each holder of an exchange note. As a result, there will be no federal income tax consequences to a holder who exchanges an outstanding note for an exchange note pursuant to the exchange offer. Each holder will have the same adjusted tax basis and holding period in the exchange note as that holder had in the outstanding note immediately before the exchange. Although the exchange of an outstanding note for an exchange note will not create additional "market discount" or "amortizable premium," to the extent that a holder acquired an outstanding note at a market discount or with amortizable premium, that discount or premium would generally carry over to the exchange note received in exchange for the outstanding note. See the discussions below of the market discount and amortizable premium rules applicable to subsequent purchasers of the exchange notes, which would generally also be relevant to purchasers of outstanding notes subsequent to their original issue. PAYMENTS ON THE EXCHANGE NOTES Payments received by holders on exchange notes will be accorded the same tax treatment pursuant to the Code as payments received on other taxable debt instruments. Except for exchange notes that were acquired with market discount or at a premium (as discussed below), interest paid or accrued on an exchange note will be treated as ordinary income to the holder, and a principal payment on an exchange note will be treated as a return of capital. Interest paid to holders who report their income on the cash receipts and disbursements method should be taxable to them when received. Interest earned by holders who report their income on the accrual method will be taxable when accrued, regardless of when it is actually received. 40 MARKET DISCOUNT A subsequent purchaser of an exchange note at a discount from its outstanding principal amount will acquire the note with market discount. The purchaser generally will be required to recognize the market discount as ordinary income as provided below. An exchange note will not be considered to have market discount if the amount of the market discount is de minimis (i.e., less than the product of: (i) 0.25% of the remaining principal amount, multiplied by (ii) the number of complete years to maturity remaining after the date of purchase). Regardless of whether the subsequent purchaser of an exchange note with more than a de minimis amount of market discount is a cash-basis or accrual-basis taxpayer, market discount generally will be taken into income as principal payments are received in an amount equal to the lesser of (a) the amount of the principal payment received and (b) the amount of market discount that has "accrued" but that has not yet been included in income. Elections. Market discount generally accrues ratably (in equal amounts) on a daily basis from the day following the date of purchase to maturity, although the purchaser of an exchange note may elect to accrue market discount on the note pursuant to the constant yield method. The purchaser of an exchange note with market discount also may separately make an election, which applies to all market discount instruments held or acquired by the purchaser in the taxable year of election or afterwards, to recognize market discount currently as it accrues. Sale or Exchange of an Exchange Note with Market Discount. A holder who has acquired an exchange note with market discount generally will be required to treat a portion of any gain on a sale or exchange of the note as ordinary income to the extent of the market discount accrued to the date of disposition, less any accrued market discount previously reported as ordinary income. Moreover, the holder generally must defer interest deductions attributable to any indebtedness incurred or continued to purchase or carry the exchange note to the extent they exceed income on the note. Any deferred interest expense is, in general, allowed as a deduction no later than the year in which the related market discount income is recognized. If a holder makes the election to recognize market discount currently as it accrues, the interest deferral rule will not apply. As Treasury Regulations implementing the market discount rules have not yet been issued, and uncertainty exists with respect to many aspects of those rules, it is suggested that prospective investors consult their own tax advisors regarding the application of the market discount rules to the exchange notes. AMORTIZABLE PREMIUM A subsequent purchaser of an exchange note at a premium over its outstanding principal amount will acquire the note with amortizable premium. That holder may elect to amortize the premium on the constant yield method (in amounts increasing over time). Pursuant to Treasury Regulations, a holder of an exchange note amortizes premium by offsetting the interest income allocable to an accrual period with the premium allocable to that period. GAIN OR LOSS ON DISPOSITION If an exchange note is sold, the holder will recognize gain or loss equal to the difference between the amount realized on the sale (not including amounts attributable to accrued but unpaid interest, which will be taxable as ordinary income) and the holder's adjusted basis in the note. The adjusted basis of an exchange note will equal the cost of the note to the holder, increased by any market discount previously 41 included in the holder's gross income with respect to the note and reduced by the portion of the basis of the note allocable to payments on the note previously received by the holder and by any previously amortized premium. Similarly, a holder who receives a scheduled or prepaid principal payment with respect to an exchange note will recognize gain or loss equal to the difference between the amount of the payment and the allocable portion of the holder's adjusted basis in the note. Except to the extent that the market discount rules apply, any gain or loss on the sale or other disposition of an exchange note generally will be capital gain or loss. This gain or loss will be long-term capital gain or loss if the note is held as a capital asset for the applicable long-term holding period. Certain limitations may apply to the holder's use of capital losses. INFORMATION REPORTING AND BACKUP WITHHOLDING For each calendar year in which the exchange notes are outstanding, we, our agents or paying agents or a broker may be required to provide the IRS with certain information, including the holder's name, address and taxpayer identification number, the aggregate amount of principal and interest paid to that holder during the calendar year and the amount of tax withheld, if any. This obligation, however, does not apply with respect to certain holders including corporations, tax-exempt organizations, qualified pension and profit sharing trusts and individual retirement accounts. If a holder subject to the reporting requirements described above fails to supply its correct taxpayer identification number in the manner required by applicable law or underreports its tax liability, we, our agents or paying agents or a broker may be required to "backup" withhold at a rate currently equal to 28% on each payment of interest and principal and sales proceeds on the exchange notes. Backup withholding is not an additional tax; any amounts so withheld may be credited against the United States federal income tax liability of the holder or refunded if the amounts withheld exceed such liability, provided that the required information is furnished to the IRS. The information reporting requirements may apply regardless of whether withholding is required. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF HIS, HER OR ITS PARTICULAR CIRCUMSTANCES AND TAX SITUATION. EACH HOLDER SHOULD CONSULT HIS, HER OR ITS TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES TO HIM, HER OR IT OF THE EXCHANGE OFFER AND THE OWNERSHIP AND DISPOSITION OF THE EXCHANGE NOTES, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS OR SUBSEQUENT VERSIONS THEREOF. 42 PLAN OF DISTRIBUTION Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business 210 days after that expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. We will not receive any proceeds from any sale of exchange notes by brokers-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of those exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit resulting from any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 210 days after the expiration date of the exchange offer, we will as promptly as practicable send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. Notwithstanding the foregoing, we are entitled under the registration rights agreement to suspend the use of this prospectus by any broker-dealer under specified circumstances, in which case the period referred to above will be extended by a number of days equal to the period of suspension. We have agreed to pay expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers, and that we will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 43 LEGAL MATTERS The validity of the exchange notes offered hereby will be passed upon for us by Gerard A. Chamberlain, Esquire. Mr. Chamberlain is an employee of Wilmington Trust Company and owns stock and options to purchase stock of Wilmington Trust Corporation. Certain other legal matters will be passed upon for us by Ballard Spahr Andrews & Ingersoll, LLP, special United States tax counsel to Wilmington Trust Corporation for this offering. EXPERTS Our consolidated financial statements as of December 31, 2002 and 2001, and for each of the years then ended, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The aforementioned audit report of KPMG LLP includes an explanatory paragraph referring to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, in 2002 and SFAS No. 133, Accounting for Derivative Investments and Hedging Activities, in 2001. Our consolidated financial statements for the year ended December 31, 2000 have been incorporated by reference herein in reliance upon the report of Ernst & Young LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We are subject to the informational requirements of the Securities Exchange Act of 1934. We are required to file annual, quarterly and current reports and other information with the SEC. You may read and copy any of the reports, statements and other information that we file with the SEC at the public reference room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the public reference room. Our filings also are available to the public from commercial document retrieval services and at the web site maintained by the SEC at www.sec.gov. In addition, our Forms 10-K, 10-Q and 8-K are posted on our website at www.wilmingtontrust.com. Our common stock is listed and traded on the New York Stock Exchange under the trading symbol "WL." You also may inspect the information that we file with the SEC at the New York Stock Exchange, 20 Broad Street, New York, New York 10005. INCORPORATION BY REFERENCE Rather than include in this prospectus some of the information we include in reports we file with the SEC, we are incorporating that information by reference, which means that we are disclosing important information to you by referring to those publicly filed documents that contain the information. The information incorporated by reference is considered part of this prospectus, and information that we file later with the SEC will automatically update and supersede certain information in this prospectus. Accordingly, we incorporate by reference our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (which we filed with the SEC on March 27, 2003), our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (which we filed with the SEC on May 15, 2003) and our Current Reports on Form 8-K filed on April 3, 2003 and April 17, 2003. In addition, all reports and other documents we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus will be deemed to be incorporated by reference in this prospectus and to be part of it from the date of the filing of those reports and documents. Any statement contained in this prospectus or in a document incorporated or deemed to be 44 incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in any subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this propsectus. We will provide without charge to each person to whom this prospectus is delivered, upon request of that person, a copy of any or all documents that are incorporated in this prospectus by reference, other than exhibits to those documents unless those exhibits are specifically incorporated by reference in the document this prospectus incorporates. You should direct those requests to Wilmington Trust Corporation, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Gerard A. Chamberlain, (302) 651-1268, e-mail: gchamberlain@wilmingtontrust.com. 45 ================================================================================ [WILMINGTON TRUST LOGO] $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.875% SUBORDINATED NOTES DUE 2013 OFFER TO EXCHANGE __________, 2003 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Our Restated Certificate of Incorporation provides that a director will not be liable to Wilmington Trust Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, unless that limitation on liability is not permitted under Delaware's General Corporation Law. Our Bylaws provide that we will indemnify a person threatened to be made a party or otherwise involved in any proceeding because he or she is or was our director or officer, or is or was serving at our written request as a director, officer, employee or agent of another entity, against liability that person suffers and expenses that person incurs. We must indemnify a person in connection with a proceeding that person initiates only if our Board of Directors authorized that proceeding. In addition, we have directors' and officers' liability insurance policies which, under certain circumstances, insure directors and officers against the cost of defense, settlement or payment of a judgment. Section 145 of Delaware's General Corporation Law provides that a corporation may indemnify its officers, directors, employees and agents (or persons who served, at the corporation' request, as officers, directors, employees or agents of another corporation) against expenses they incur in defending any action as a result of being a director, officer, employee or agent if that person acted in good faith and in a manner reasonably believed to be in or not opposed to the corporation's best interests. In the case of any criminal action or proceeding, the individual must have had no reason to believe his conduct was unlawful. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The following exhibits are filed herewith or incorporated herein by reference: EXHIBIT NO. DOCUMENT DESCRIPTION 3.1 Amended and Restated Certificate of Incorporation of Wilmington Trust Corporation (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed on March 30, 1996). 3.2 Amended and Restated Bylaws of Wilmington Trust Corporation (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K filed on March 27, 2003). 4.1 Indenture, dated as of May 4, 1998, by and between Wilmington Trust Corporation and Norwest Bank Minnesota, National Association (now Wells Fargo Bank Minnesota, National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 filed on March 31, 1998 (File No. 333-49019)). 4.2* Registration Rights Agreement, dated April 4, 2003, by and among Wilmington Trust Corporation and Salomon Smith Barney Inc., Sandler O'Neill & Partners, L.P., FTN Financial Securities Corp. and Keefe, II-1 Bruyette & Woods, Inc. 4.3* Form of Global Note relating to the 4.875% Subordinated Notes Due 2013 of Wilmington Trust Corporation. 5.1* Opinion of Gerard A. Chamberlain, Esq. 8.1* Opinion of Ballard Spahr Andrews & Ingersoll, LLP. 12.1* Computation of Ratios of Earnings to Fixed Charges. 13.1 Annual Report to Shareholders for 2002 (incorporated by reference to Exhibit 13 to the Registrant's Annual Report on form 10-K filed on March 27, 2003). 23.1* Consent of KPMG LLP, independent auditors for Wilmington Trust Corporation. 23.2* Consent of Ernst & Young LLP, formerly independent auditors for Wilmington Trust Corporation. 23.3* Consent of Gerard A. Chamberlain, Esq. (included in Exhibit 5.1). 23.4* Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 8.1). 24.1 Powers of Attorney (included on signature page). 25.1 Form T-1 Statement of Eligibility of Norwest Bank Minnesota, National Association (now Wells Fargo Bank Minnesota, National Association) to act as trustee under the indenture (incorporated by reference to Exhibit 25.1 to the Registrant's Registration Statement on Form S-3 filed on March 31, 1998 (File No. 333-49019)). 99.1* Form of Letter of Transmittal. 99.2* Form of Notice of Guaranteed Delivery. 99.3* Form of Letter to Brokers, Dealers, Commercial Banks, Issuer Companies and Other Nominees. 99.4* Form of Letter from Brokers, Dealers, Commercial Banks, Issuer Companies and Other Nominees to their Clients. 99.5* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * Filed herewith. (b) Not Applicable. (c) Not Applicable. II-2 ITEM 22. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (c) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request. (d) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective. II-3 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on __________, 2003. WILMINGTON TRUST CORPORATION By: /s/ Ted T. Cecala -------------------------------- Director, Chairman of the Board, and Chief Executive Officer July 14, 2003 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael A. DiGregorio and/or Gerard A. Chamberlain his or her true and lawful attorney(s)-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that those attorney(s)-in-fact and agent(s), or his or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Ted T. Cecala Director, Chairman of the Board July 14, 2003 - --------------------------- and Chief Executive Officer Ted T. Cecala (Principal Executive Officer) /s/ Robert V.A. Harra, Jr. Director, President and July 14, 2003 - -------------------------- Chief Operating Officer Robert V. A. Harra, Jr. /s/ David R. Gibson Executive Vice President and July 14, 2003 - --------------------------- Chief Financial Officer David R. Gibson (Principal Financial Officer) /s/ Gerald F. Sopp Controller July 14, 2003 - --------------------------- (Principal Accounting Officer) Gerald F. Sopp /s/ Carolyn S. Burger Director July 14, 2003 - --------------------------- Carolyn S. Burger /s/ Richard R. Collins Director July 14, 2003 - --------------------------- Richard R. Collins
II-4
/s/ Charles S. Crompton, Jr. Director July 14, 2003 - --------------------------- Charles S. Crompton, Jr. /s/ Edward B. du Pont Director July 14, 2003 - --------------------------- Edward B. du Pont /s/ R. Keith Elliott Director July 14, 2003 - --------------------------- R. Keith Elliott /s/ Rex L. Mears Director July 14, 2003 - --------------------------- Rex L. Mears /s/ Hugh E. Miller Director July 14, 2003 - --------------------------- Hugh E. Miller /s/ Stacey J. Mobley Director July 14, 2003 - --------------------------- Stacey J. Mobley /s/ David P. Roselle Director July 14, 2003 - --------------------------- David P. Roselle /s/ H. Rodney Sharp, III Director July 14, 2003 - --------------------------- H. Rodney Sharp, III /s/ Thomas P. Sweeney Director July 14, 2003 - --------------------------- Thomas P. Sweeney /s/ Robert W. Tunnell, Jr. Director July 14, 2003 - --------------------------- Robert W. Tunnell, Jr.
II-5 EX-4.2 4 w88128exv4w2.txt REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT DATED APRIL 4, 2003 BY AND AMONG WILMINGTON TRUST CORPORATION AND SALOMON SMITH BARNEY INC., SANDLER O'NEILL & PARTNERS, L.P., FTN FINANCIAL SECURITIES CORP. AND KEEFE, BRUYETTE & WOODS, INC. EXHIBIT 4.2 WILMINGTON TRUST CORPORATION $250,000,000 4.875% Subordinated Notes Due 2013 Registration Rights Agreement New York, New York April 4, 2003 Salomon Smith Barney Inc. Sandler O'Neill & Partners, L.P. FTN Financial Securities Corp. Keefe, Bruyette & Woods, Inc. As Initial Purchasers c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Wilmington Trust Corporation, a corporation organized under the laws of Delaware (the "Company"), proposes to issue and sell to certain purchasers (the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated as of April 1, 2003 (the "Purchase Agreement"), its 4.875% Subordinated Notes Due 2013 (the "Securities") relating to the initial placement of the Securities (the "Initial Placement"). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows: 1. Definitions. Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. 1 "Affiliate" of any specified person shall mean any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer Prospectus" shall mean the prospectus included in the Exchange Offer Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the New Securities covered by such Exchange Offer Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Exchange Offer Registration Period" shall mean the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Exchange Offer Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company). "Holder" shall have the meaning set forth in the preamble hereto. "Indenture" shall mean the Indenture relating to the Securities, dated as of May 4, 1998, between the Company and Norwest Bank Minnesota, National Association (now Wells Fargo Bank Minnesota, National Association), as trustee, as the same may be amended from time to time in accordance with the terms thereof. "Initial Placement" shall have the meaning set forth in the preamble hereto. 2 "Initial Purchaser" shall have the meaning set forth in the preamble hereto. "Losses" shall have the meaning set forth in Section 6(d) hereof. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. "New Securities" shall mean debt securities of the Company identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the Indenture. "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" shall mean the proposed offer of the Company, pursuant to the provisions of Section 2, to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. "Securities" shall have the meaning set forth in the preamble hereto. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 3 "Trustee" shall mean the trustee with respect to the Securities under the Indenture. "underwriter" shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement. 2. Registered Exchange Offer. (a) The Company shall prepare and, not later than 120 days following the date of the original issuance of the Securities, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 210 days of the date of the original issuance of the Securities and (ii) consummate the Registered Exchange Offer within 45 days after the Exchange Offer Registration Statement becomes effective. (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company, acquires the New Securities in the ordinary course of such Holder's business, has no arrangements with any person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. (c) In connection with the Registered Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Registered Exchange Offer open for not less than 20 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law); (iii) use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; (iv) if the Securities are not represented by a global certificate, utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee; (v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open; (vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested or required by the Commission, provide a supplemental letter to the 4 Commission (A) stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and (vii) comply in all respects with all applicable laws. (d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall: (i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer; (ii) if the Securities are not represented by a global certificate, deliver to the Trustee for cancelation in accordance with Section 4(s) all Securities so accepted for exchange; and (iii) if the Securities are not represented by a global certificate, cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange. (e) Each Holder hereby acknowledges and agrees that any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that, at the time of the consummation of the Registered Exchange Offer: (i) any New Securities received by such Holder will be acquired in the ordinary course of business; (ii) such Holder will have no arrangement or understanding with any person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and 5 (iii) such Holder is not an Affiliate of the Company. (e) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. 3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 210 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 255 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i)The Company shall as promptly as reasonably practicable (but in no event more than 45 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the resale of the Securities or the offer and sale of the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information 6 required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate on the earlier of (i) the date on which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (ii) the date that is two years from the date the Securities were issued by the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable. Notwithstanding the foregoing, the Company will be entitled from time to time to require Holders of the Securities to discontinue the sale or other disposition of the Securities or the New Securities pursuant to the Shelf Registration Statement for up to 30 days no more than twice during any 365-day period. 4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply. (a) The Company shall: (i) furnish to you, not less than five Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as you reasonably propose; (ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; 7 (iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and (iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders. (b) The Company shall ensure that: (i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act and the rules and regulations thereunder; (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any Prospectus forming part of any Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The Company shall advise you, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii) through (v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension): (i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not 8 misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. (d) The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time. (e) The Company shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein). (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. (g) The Company shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein). (h) The Company shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such person may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement. (i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Company shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect so long as required; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Registered Exchange Offer or any 9 offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject. (j) The Company shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request. (k) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Company shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document or take any other action so that, as thereafter delivered to the Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 and the Shelf Registration Statement provided for in Section 3(b) shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section; provided that such period shall not extend later than two years from the date the Securities were issued by the Company. (l) Not later than the effective date of any Registration Statement, the Company shall provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company. (m) The Company shall comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act. (n) The Company may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such Securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. The Company may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. (o) In the case of any Shelf Registration Statement, the Company shall enter into such agreements (including if requested an underwriting agreement in customary form) and take all other appropriate actions in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders 10 and the Managing Underwriters, if any) with respect to all parties to be indemnified pursuant to Section 6. (p) In the case of any Shelf Registration Statement, the Company shall: (i) make reasonably available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries; (ii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by or on behalf of the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; provided further, that, notwithstanding anything herein to the contrary, any Holder or any such underwriter, attorney, accountant or agent (and any of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that tax treatment and tax structure shall not include the identity of it (or any of its affiliates); (iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; (v) to the extent reasonably required by the Managing Underwriters, if any, obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering 11 matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; and (vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The actions set forth in clauses (iii), (iv), (v) and (vi) of this subsection shall be performed at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder. (q) In the case of any Exchange Offer Registration Statement, the Company shall, to the extent required by any of the Initial Purchasers: (i) make reasonably available for inspection by each Initial Purchaser, and any attorney, accountant or other agent retained by each Initial Purchaser, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries; (ii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by such Initial Purchaser or any such attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by each Initial Purchaser or any such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; provided further, that, notwithstanding anything herein to the contrary, any Initial Purchaser or any such attorney, accountant or agent (and any of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that tax treatment and tax structure shall not include the identity of it (or any of its affiliates); (iii) make such representations and warranties to each Initial Purchaser, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to such Initial Purchaser and its counsel, addressed to such Initial Purchaser, covering such matters as are customarily covered in opinions requested in underwritten offerings and 12 such other matters as may be reasonably requested by such Initial Purchaser or its counsel; (v) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to such Initial Purchaser, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings, or if requested by such Initial Purchaser or its counsel in lieu of a "cold comfort" letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by such Initial Purchaser or its counsel; and (vi) deliver such documents and certificates as may be reasonably requested by such Initial Purchaser or its counsel, including those to evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements. The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this subsection shall be performed at the close of the Registered Exchange Offer. (r) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other person as directed by the Company) in exchange for the New Securities, the Company shall mark, or cause to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the New Securities. (s) The Company will use its reasonable best efforts (i) if the Securities have been rated prior to the initial sale of such Securities, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement; or (ii) if the Securities were not previously rated, to cause the Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to the related Registration Statement or by any Managing Underwriters. (t) In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Rules of Fair Practice and the By-Laws of the National Association of Securities Dealers, Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such Broker-Dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by: (i) if such Rules or By-Laws shall so require, engaging a "qualified independent underwriter" (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an 13 underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities; (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof; and (iii) providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Rules. (u) The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement. 5. Registration Expenses. The Company shall bear all expenses incurred in connection with the performance of its obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith. 6. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each person who controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Prospectus, in light of the circumstance under which they were made), and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein; provided further, that with respect to any untrue statement or omission of material fact made in any preliminary Prospectus, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Holder of Securities or New Securities from whom the person asserting any such loss, claim, damage or liability purchased the Securities or New Securities concerned, to the extent that any such loss, claim, damage or liability of such Holder of Securities or New Securities occurs under the 14 circumstances where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (x) the Company had previously furnished copies of the Prospectus to such Holder of Securities or New Securities, (y) the untrue statement or omission of a material fact contained in such preliminary Prospectus was corrected in the Prospectus and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of the Prospectus. This indemnity agreement will be in addition to any liability which the Company may otherwise have. The Company also agrees to indemnify or contribute as provided in Section 6(d) to Losses of each underwriter of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof. (b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs such Registration Statement and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses 15 available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood, however, that the Company shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties and controlling persons, which firm shall be designated in writing by Salomon Smith Barney and shall be reasonably satisfactory to the Company. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser or any subsequent Holder of any Security or New Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth on the cover page of the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum. Benefits received by the Initial Purchasers and any other Holders shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their 16 relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). (e) The provisions of this Section will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the directors, officers, employees, agents or controlling persons referred to in this Section hereof, and will survive the sale by a Holder of securities covered by a Registration Statement. 7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders, subject to the approval of the Company, which approval shall not be unreasonably withheld. (b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person's Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 8. No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 9. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Holders of at least a majority of the then outstanding aggregate principal amount of Securities (or, after the consummation of any Registered Exchange Offer in accordance with Section 2 hereof, of New Securities); provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure 17 from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement. 10. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery: (a) if to a Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to Salomon Smith Barney Inc., at the address set forth on the first page of this Agreement; (b) if to you, initially at the respective addresses set forth in the Purchase Agreement; and (c) if to the Company, initially at its address set forth in the Purchase Agreement. All such notices and communications shall be deemed to have been duly given when received. The Initial Purchasers or the Company by notice to the other parties may designate additional or different addresses for subsequent notices or communications. 11. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders of Securities and the New Securities. The Company hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto. 12. Counterparts. This Agreement may be in signed counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement. 13. Headings. The headings used herein are for convenience only and shall not affect the construction hereof. 14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. 15. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected 18 thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 16. Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates shall be disregarded and deemed not to be outstanding in determining whether such consent or approval was given by the Holders of such required percentage. 19 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers. Very truly yours, Wilmington Trust Corporation, by /s/ David R. Gibson -------------------- Name: David R. Gibson Title: Executive Vice President and Chief Financial Officer 20 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Salomon Smith Barney Inc. Sandler O'Neill & Partners, L.P. FTN Financial Securities Corp. Keefe, Bruyette & Woods, Inc. By: Salomon Smith Barney Inc. by /s/ Peter Kapp -------------- Name: Peter Kapp Title: Vice President For themselves and the other several Initial Purchasers named in Schedule II to the Purchase Agreement. 21 ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution". 22 ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See "Plan of Distribution". 23 ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until __________, 200_, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by Brokers-Dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. S-K 502(b) legend must appear on the back cover.] 24 ANNEX D Rider A /__/ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO, OTHER THAN ANY INFORMATION OR DOCUMENTS INCORPORATED BY REFERENCE THEREIN. Name: -------------------------------------------- Address: -------------------------------------------- Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 25 EX-4.3 5 w88128exv4w3.txt FORM OF GLOBAL NOTE FORM OF GLOBAL NOTE RELATING TO THE 4.875% SUBORDINATED NOTES DUE 2013 OF WILMINGTON TRUST CORPORATION EXHIBIT 4.3 SUBORDINATED NOTE UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF WILMINGTON TRUST CORPORATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. WILMINGTON TRUST CORPORATION 4.875% SUBORDINATED NOTE DUE APRIL 15, 2013 CUSIP 971807AC6 NO. 1 WILMINGTON TRUST CORPORATION, a Delaware corporation (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. 1 or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000.00) on April 15, 2013 (the "Maturity Date"), and to pay interest on said principal sum semiannually on October 15 and April 15 in each year (individually referred to as an "Interest Payment Date" and collectively as the "Interest Payment Dates"), commencing October 15, 2003 at the rate of 4.875% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, from April 4, 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be October 1 or April 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date, provided that interest payable on the Maturity Date shall be payable to the Person to whom the principal hereof is payable. In the event any Interest Payment Date is not a Business Day, interest will be paid on the next succeeding Business Day. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange upon which the Notes of the series shown above may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Payment of the principal of and interest on this Note due on the Maturity Date will be made in immediately available funds upon presentation of this Note. For the purposes of this Note, "Business Day" means any day, other than a Saturday or Sunday, on which banking institutions in the City of Wilmington, Delaware are open for business. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in Wilmington, Delaware, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest (other than interest payable on the Maturity Date) may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register at the close of business on the Regular Record Date or by wire transfer to an account designated by such Person in writing; and provided further that any interest payments made on this Note while it is a Global Security shall be paid by wire transfer to an account designated by the Depositary. This Note is one of a duly authorized issue of subordinated notes of the series designated above of the Company (herein called the "Notes"), issued and to be issued under an indenture dated as of May 4, 1998 (the "Indenture"), between the Company and Norwest Bank Minnesota, National Association (now Wells Fargo Bank Minnesota, National Association), as trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated above, limited (except as provided in the Indenture) in aggregate principal amount to $250,000,000.00. The Notes of this series are not redeemable prior to maturity and will not be subject to any sinking fund. The indebtedness of the Company evidenced by the Notes of this series, including the principal hereof and interest hereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to its obligations to holders of Senior Indebtedness and creditors in respect of 2 General Obligations, and each Holder of Notes of this series, by the acceptance thereof, agrees to and shall be bound by such provisions of the Indenture. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. There is no right of acceleration of the payment of principal of the Notes upon a default in the payment of interest on the Notes or in the performance of any covenant of the Company in the Indenture or the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series under the Indenture to be affected at any time by the Company with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company which is absolute and unconditional to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency herein and in the Indenture prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable in the Securities Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same series of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 3 This Note shall be construed in accordance with and governed by the laws of the State of New York. All terms not defined herein shall have the respective meanings ascribed to them in the Indenture referred to herein. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under such Indenture, this Note shall not be entitled to any benefits under such Indenture or be valid or obligatory for any purpose. 4 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed under its corporate seal. WILMINGTON TRUST CORPORATION Dated: _________, 2003 By: ------------------------------- Title: Executive Vice President and Chief Financial Officer ATTEST: By: ------------------------------- Title: Assistant Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein issued under the within-mentioned Indenture. Wells Fargo Bank Minnesota, National Association, as Trustee By ----------------------------------------------------- Authorized Officer 5 ------------------------------ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT ENT -- as joint tenants and not as tenants in common UNIF GIFT MIN ACT..........Custodian............... (Cust) under Uniform Gift to Minors Act .................................... (State) Additional abbreviations may be used though not in the above list. ------------------------------ FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------------------------------------------- Name and address of assignee, including zip code, must be printed or typewritten - -------------------------------------------------------------------------------- the within Note, and all rights thereunder, hereby irrevocably constituting and appointing - -------------------------------------------------------------------------------- Attorney to transfer said Note on the books of the within Company, with full power of substitution in the premises. Dated: -------------------------- ----------------------------------- ----------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed by a commercial bank or trust company having its principal office or a correspondent in The City of New York or by a member of the New York Stock Exchange. 6 EX-5.1 6 w88128exv5w1.txt OPINION OF GERARD A. CHAMBERLAIN, ESQ. OPINION OF GERARD A. CHAMBERLAIN, ESQ. EXHIBIT 5.1 Gerard A. Chamberlain, Esquire 2431 Brown Street Philadelphia, PA 19130 July 14, 2003 Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, DE 19890 Wilmington Trust Corporation 4.875% Subordinated Notes Due 2013 Ladies and Gentlemen: I am a Vice President of and Counsel to Wilmington Trust Company (the "Subsidiary") and have served as counsel to Wilmington Trust Corporation, a Delaware corporation (the "Company"), in connection with the preparation of the Company's Registration Statement on Form S-4 (the "Registration Statement") filed with the Securities and Exchange Commission on the date hereof relating to an offer to exchange (the "Exchange Offer") 4.875% Subordinated Notes due 2013 of the Company (the "Notes") which are being registered under The Securities Act of 1933, as amended (the "Securities Act"), for an equal principal amount of the Company's outstanding 4.875% notes due 2013 that were issued and sold in a transaction exempt from registration under the Securities Act (the "Old Notes"), as contemplated by the Registration Rights Agreement dated April 4, 2003 among the Company and the initial purchasers listed therein (the "Registration Rights Agreement"). The Notes will be issued under an Indenture dated as of May 4, 1998 (the "Indenture") between the Company and Norwest Bank Minnesota, National Association (now Wells Fargo Bank Minnesota, National Association). In rendering this opinion, I have examined executed originals or copies of the following documents: a. The Registration Statement; b. The Registration Rights Agreement; c. The Indenture; d. The Old Notes; e. The form of the Notes; f. The Company's Revised Certificate of Incorporation as amended through the date hereof; and g. The Company's Bylaws as amended through the date hereof. In connection with the opinions expressed herein, I also have examined originals or copies certified or otherwise identified to my satisfaction of corporate records, certificates of public officials and officers and other representatives of the Company and such other instruments as I have deemed necessary or appropriate for the purposes of rendering this opinion. As to various questions of fact material to this opinion, I have relied upon certificates and other documents of officers or representatives of the Company and of public officials. I have conducted no independent investigation of any kind as to any factual matters relevant to the opinions expressed herein, and with respect to those factual matters I have relied Wilmington Trust Corporation July 14, 2003 Page 2 exclusively on the documents and certificates I have examined and have assumed the accuracy of the matters stated therein. For purposes of this opinion, I have assumed, without any independent investigation or verification of any kind: a. The genuineness of all signatures of, and the incumbency, authority and legal right and power under all applicable laws, statutes, rules and regulations of, the officers and other persons signing the, the Registration Rights Agreement, the Indenture and the other documents executed and delivered in connection therewith on behalf of the parties thereto other than the Company; b. The authenticity and completeness of all documents submitted to me as originals; c. The conformity to authentic original documents and completeness of any documents submitted to me as certified, conformed or photostatic copies; and d. That the Notes will conform to the specimens thereof that I have examined. Based upon and subject to the foregoing and the additional qualifications and other matters set forth below, I am of the opinion that, when the Registration Statement becomes effective under the Securities Act and the Notes have been duly executed, authenticated, issued and delivered upon consummation of the Exchange Offer in accordance with the terms of the Registration Rights Agreement and the Indenture, the Notes will constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (a) applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting creditors' rights generally from time to time in effect and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law). I am an attorney admitted to practice only in the Commonwealth of Pennsylvania. The opinions set forth herein relate only to the laws of the Commonwealth of Pennsylvania, the General Corporation Law of the State of Delaware and the laws of the United States of America. I do not opine on and assume no responsibility as to the applicability or the effect on any of the matters covered herein of the laws of any jurisdiction other than the laws of the Commonwealth of Pennsylvania, the General Corporation Law of the State of Delaware and the laws of the United States of America. I have assumed, for purposes of this opinion, that the laws of the State of New York are substantively identical to the laws of the Commonwealth of Pennsylvania in all respects material to this opinion. This opinion letter is rendered only to you and is solely for your benefit. I consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading "Legal Matters" in the prospectus that is a part of the Registration Statement. Very truly yours, /s/ Gerard A. Chamberlain Gerard A. Chamberlain, Esquire EX-8.1 7 w88128exv8w1.txt OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL,LLP OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP EXHIBIT 8.1 EXHIBIT 8.1 [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP] July 14, 2003 Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, Delaware 19830 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as special United States tax counsel to Wilmington Trust Corporation, a Delaware corporation (the "Company"), and are rendering this opinion in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 (the "Registration Statement") relating to the registration under the Act of the Company's $250,000,000 aggregate principal amount of 4.875% Subordinated Notes due 2013 (the "Exchange Notes"). The Exchange Notes are to be offered in exchange for the Company's outstanding $250,000,000 aggregate principal amount of 4.875% Subordinated Notes due 2013 issued and sold by the Company on April 4, 2003 in an offering exempt from registration under the Act. We are familiar with the proceedings to date with respect to the Registration Statement and have examined such records and documents, have considered such matters of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based upon and subject to the foregoing and to all qualifications and limitations expressed therein, the statements under the heading "Certain U.S. Federal Income Tax Considerations for U.S. Holders" in the Prospectus included in the Registration Statement, to the extent they constitute legal conclusions with respect to matters of federal income tax law represent our opinion as to such matters. In rendering the foregoing opinion, we express no opinion other than as to the federal income tax laws of the United States. Moreover, our opinion has no binding effect on the United States Internal Revenue Service or the courts of the United States. Accordingly, no assurance can be given that, if the matter were contested, a court would agree with the opinion set forth herein. 2 This opinion letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is rendered as of the date hereof and based on the law and facts in existence on the date hereof, and we do not undertake, and hereby disclaim, any obligation to advise you of any changes in law or fact, whether or not material, which may be brought to our attention at a later date. We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the use of our name under the heading "Legal Matters" in the Prospectus included in the Registration Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder. This opinion is not to be used, circulated, quoted, referred to or relied upon by any other person or for any other purpose without our prior written consent. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP 3 EX-12.1 8 w88128exv12w1.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 Wilmington Trust Corporation and Subsidiaries Computation of Ratio of Earnings to Fixed Charges (Dollars in Thousands, Except Ratios) (Unaudited)
As of or For Quarters Ended March 31, As of or For the Years ended December 31, ------------------ --------------------------------------------------- 2003 2002 2002 2001 2000 1999 1998 ------- ------- ------- ------- ------- ------- ------- EXCLUDING INTEREST ON DEPOSITS Income Before Income Taxes ....... 44,890 49,274 206,784 190,049 184,767 161,662 171,548 Add Fixed Charges ................ 5,860 8,543 28,368 57,943 83,115 68,769 65,506 ------- ------- ------- ------- ------- ------- ------- Total Earnings ................ 50,750 57,817 235,152 247,992 267,882 230,431 237,054 ------- ------- ------- ------- ------- ------- ------- Fixed Charges: Other Interest Expense ........... 5,860 8,543 28,368 57,943 83,115 68,769 65,506 Total Fixed Charges ........... 5,860 8,543 28,368 57,943 83,115 68,769 65,506 ------- ------- ------- ------- ------- ------- ------- Ratio of Earnings to Fixed Charges 8.7 6.8 8.3 4.3 3.2 3.4 3.6 ------- ------- ------- ------- ------- ------- ------- INCLUDING INTEREST ON DEPOSITS Income Before Income Taxes ....... 44,890 49,274 206,784 190,049 184,767 161,662 171,548 Add Fixed Charges ................ 24,493 31,090 116,341 209,985 275,315 216,263 219,242 ------- ------- ------- ------- ------- ------- ------- Total Earnings ................ 69,383 80,364 323,125 400,034 460,082 377,925 390,790 ------- ------- ------- ------- ------- ------- ------- Fixed Charges: Deposit Interest Expense ......... 18,633 22,547 87,973 152,042 192,200 147,494 153,736 Other Interest Expense ........... 5,860 8,543 28,368 57,943 83,115 68,769 65,506 ------- ------- ------- ------- ------- ------- ------- Total Fixed Charges ........... 24,493 31,090 116,341 209,985 275,315 216,263 219,242 ------- ------- ------- ------- ------- ------- ------- Ratio of Earnings to Fixed Charges 2.8 2.6 2.8 1.9 1.7 1.7 1.8
EX-23.1 9 w88128exv23w1.txt CONSENT OF KPMG LLP CONSENT OF KPMG LLP EXHIBIT 23.1 Independent Auditors' Consent The Board of Directors Wilmington Trust Corporation: We consent to the use of our report incorporated by reference herein and to the reference to our firm under the headings "Experts" in the registration statement on Form S-4 of Wilmington Trust Corporation. /s/ KPMG LLP Philadelphia, PA July 11, 2003 EX-23.2 10 w88128exv23w2.txt CONSENT OF ERNST & YOUNG LLP CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and related Prospectus of Wilmington Trust Corporation for the registration of $250,000,000 in Subordinated Notes due 2013 and to the incorporation by reference therein of our report dated January 26, 2001, with respect to the consolidated statements of income, changes in stockholders' equity, and cash flows of Wilmington Trust Corporation for the year ended December 31, 2000 included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania July 11, 2003 EX-99.1 11 w88128exv99w1.txt FORM OF LETTER OF TRANSMITTAL FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1 LETTER OF TRANSMITTAL WILMINGTON TRUST CORPORATION OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.875% SUBORDINATED NOTES DUE 2013 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING 4.875% SUBORDINATED NOTES DUE 2013 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). - -------------------------------------------------------------------------------- THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION FOR INFORMATION CALL: __________________________ By Registered or By Regular Mail or Overnight By Facsimile (Eligible Certified Mail: Courier: By Hand: Institutions Only): Wells Fargo Bank Minnesota, Wells Fargo Bank Minnesota, 612-667-4927 National Association National Association Attn: Specialized MAC #N9303-121 MAC #N9303-121 Wells Fargo Bank Minnesota, Finance Corporate Trust Operations Corporate Trust Operations National Association P.O. Box 1517 6th & Marquette Avenues Corporate Trust Operations Confirm by Telephone: Minneapolis, MN 55480-1517 Minneapolis, MN 55479 Minneapolis, MN 55402 800-344-5128
TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE OR DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. 1 The undersigned acknowledges receipt of the Prospectus, dated , 2003 (the "Prospectus"), of Wilmington Trust Corporation, a Delaware corporation (the "Company"), and this Letter of Transmittal (the "Letter"), which together constitute the Company's offer (the "Exchange Offer") to exchange an aggregate principal amount of $250,000,000 4.875% Subordinated Notes due 2013 (the "Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of which the Prospectus is a part, for a like principal amount of the Company's issued and outstanding $250,000,000 4.875% subordinated notes due 2013 (the "Outstanding Notes"). The term "Holder" with respect to the Exchange Offer means any person in whose name Outstanding Notes are registered on the books of the Company, any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record at The Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility"). For each Outstanding Note accepted for exchange, the Holder of that Outstanding Note will receive a Note having a principal amount equal to that of the surrendered Outstanding Note. Outstanding Notes tendered must be in denominations of principal amount of $1,000 and any integral multiple thereof. The Notes will bear interest from the most recent date to which interest has been paid on the Outstanding Notes exchanged therefor or, if no interest has been paid on those Outstanding Notes, from April 4, 2003. Accordingly, registered holders of Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date on which interest has been paid or, if no interest has been paid, from April 4, 2003. Outstanding Notes accepted for exchange will cease to accrue interest from and after that date. Holders of Outstanding Notes whose Outstanding Notes are accepted for exchange will not receive any payment in respect of accrued interest on those Outstanding Notes. To participate in the Exchange Offer, Holders must tender by (1) book-entry transfer to the account maintained by the Exchange Agent at DTC pursuant to the procedures set forth in "Description of Exchange Offer -- Procedures for Tendering" section of the Prospectus or (2) forwarding certificates for the Outstanding Notes herewith. Holders of Outstanding Notes whose certificates are not immediately available, or who are unable to deliver their certificates, this Letter and all other documents required by this Letter, or confirmation of the book-entry tender of their Outstanding Notes into the Exchange Agent's account at DTC (a "Book-Entry Confirmation"), to the Exchange Agent on or prior to the Expiration Date, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in "Description of Exchange Offer -- Procedures for Tendering" section of the Prospectus. See Instruction 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Outstanding Notes must complete this Letter in its entirety. 2 List below the Outstanding Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Outstanding Notes should be listed on a separate signed schedule affixed hereto.
- --------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF OUTSTANDING NOTES - --------------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Aggregate Principal Amount Holder(s) Certificate Represented by Principal Amount (Please fill in, if blank) Number(s)* Notes Tendered** - --------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- Total - ---------------------------------------------------------------------------------------------------------------------
* Need not be completed if Outstanding Notes are being tendered by book-entry transfer. ** Unless otherwise indicated in this column, a Holder will be deemed to have tendered the full aggregate principal amount of Outstanding Notes indicated in the "Aggregate Principal Amount Represented by Notes" column. See Instruction 2. Outstanding Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1. [ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution: ------------------------------------------- DTC Account Number: ------------------------------------------------------ Transaction Code Number: ------------------------------------------------- [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder: -------------------------------------------- Window Ticket Number (if any): ------------------------------------------- Date of Execution of Notice of Guaranteed Delivery: ---------------------- Name of Institution Which Guaranteed Delivery: --------------------------- If guaranteed delivery is to be made by book-entry transfer: Name of Tendering Institution: ------------------------------------------- DTC Account Number: ------------------------------------------------------ Transaction Code Number: ------------------------------------------------- 3 [ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------------------------------------------- Address: ----------------------------------------------------------------- 4 PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Outstanding Notes as are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact with respect to those tendered Outstanding Notes, with full power of substitution, among other things, to cause the Outstanding Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Outstanding Notes, and to acquire Notes issuable upon the exchange of those tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that (1) any Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving those Notes, whether or not that person is the undersigned, (2) neither the Holder of those Outstanding Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of those Notes, and (3) neither the Holder of those Outstanding Notes nor any such other person is an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company and, if it is such an affiliate, it understands and acknowledges that those Notes may not be offered for resale, resold or otherwise transferred by it without registration under the Securities Act or an exemption therefrom. If the undersigned is a broker-dealer that will receive Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Notes; however, by so acknowledging and by delivering that prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned further represents that it is not acting on behalf of any person who could not truthfully make the foregoing representations. The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties; that the Notes issued pursuant to the Exchange Offer in exchange for the Outstanding Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is an affiliate of the Company) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that those Notes are acquired in the ordinary course of those Holders' business and those Holders have no arrangement with any person to participate in the distribution of those Notes; that, however, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If any Holder is an affiliate of the Company, or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Notes to be acquired pursuant to the Exchange Offer, that Holder acknowledges that it (i) may not rely on 5 the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Failure to comply with those requirements could result in the Holder incurring liability under the Securities Act. The undersigned also warrants that it will, upon request, execute and deliver additional documents and make additional representations as are deemed necessary or desirable by the Company to complete the sale, assignment and transfer of the Outstanding Notes tendered hereby. The undersigned further agrees that acceptance of any tendered Outstanding Notes by the Company and the issuance of Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement, dated April 4, 2003, between the Company and the initial purchasers of the Outstanding Notes, and that the Company shall have no further obligations or liabilities thereunder for the registration of the Outstanding Notes or the Notes. The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption "Description of Exchange Offer -- Conditions to the Exchange Offer." The undersigned recognizes that, as a result of these conditions (which may be waived, in whole or in part, by the Company), as more fully set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby. In that event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned or, in the case of a book-entry delivery of Outstanding Notes, to the credit of the account indicated above maintained at DTC. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "Description of Exchange Offer -- Withdrawal Rights" section of the Prospectus. See Instruction 10. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the Notes (and, if applicable, substitute certificates representing Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Outstanding Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Notes (and, if applicable, substitute certificates representing Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Outstanding Notes" or, in the case of a book-entry delivery of Outstanding Notes, please credit the account indicated above maintained at DTC. By completing the box entitled "Description of Outstanding Notes" above and signing this Letter, the undersigned will be deemed to have tendered the Outstanding Notes as set forth in that box. 6 SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if certificates for Outstanding Notes not exchanged and/or Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Outstanding Notes delivered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above. Issue Notes and/or Outstanding Notes to: Name(s): - ------------------------------------------------------------------------------- (Please type or print) - ------------------------------------------------------------------------------- (Please type or print) Address (including zip code): - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Employer Identification or Social Security Number: - ------------------------------------------------------------------------------- (Complete Substitute Form W-9) ___ Credit unexchanged Outstanding Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below. Book-Entry Transfer Facility (Account Number, if applicable): - ------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if certificates for Outstanding Notes not exchanged and/or Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to that person or persons at an address other than shown in the box entitled "Description of Outstanding Notes" on this Letter above. Mail Notes and/or Outstanding Notes to: Name(s): - ------------------------------------------------------------------------------- (Please type or print) - ------------------------------------------------------------------------------- (Please type or print) Address (including zip code): - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Employer Identification or Social Security Number: - ------------------------------------------------------------------------------- (Complete Substitute Form W-9) 7 ALL TENDERING HOLDERS SIGN HERE (IN ADDITION, COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW) X ------------------------------- ------------------------------- X ------------------------------- ------------------------------- (Signature(s) of Owner) (Date) Area Code and Telephone Number: ------------------------ If a holder is tendering any Outstanding Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Outstanding Notes or on a security position listing, or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3. Name(s): Address (including zip code): - ------------------------------------ ----------------------------------- (Please type or print) - ------------------------------------ ----------------------------------- (Please type or print) Capacity: Employer Identification or Social Security Number: - ------------------------------------ ----------------------------------- SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3) Signature(s) Guaranteed by an Eligible Institution: - ------------------------------------------------------------------------------- (Authorized Signature) - ------------------------------------------------------------------------------- (Title) - ------------------------------------------------------------------------------- (Name and Firm) Dated: ------------------------------ 8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES To participate in the Exchange Offer, Holders must tender by (1) book-entry transfer to the account maintained by the Exchange Agent at DTC pursuant to the procedures set forth in "Description of Exchange Offer -- Procedures for Tendering" section of the Prospectus or (2) forwarding certificates for the Outstanding Notes herewith. Certificates for all physically tendered Outstanding Notes, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, or an agent's message, as the case may be, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Delivery to an address or via a facsimile number other than as set forth herein will not constitute a valid delivery. Outstanding Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. Holders whose certificates for Outstanding Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Outstanding Notes pursuant to the guaranteed delivery procedures set forth in "Description of Exchange Offer -- Procedures for Tendering" section of the Prospectus. Pursuant to those procedures, (i) that tender must be made through a firm that is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an "Eligible Institution"), (ii) prior to 5:00 P.M., New York City time, on the Expiration Date, the Exchange Agent must receive from that Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Outstanding Notes and the amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange ("NYSE") trading days after the Expiration Date, the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and a properly completed and duly executed Letter, or an agent's message, and all other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and a properly completed and duly executed Letter, or an agent's message, and all other documents required by this Letter, must be received by the Exchange Agent within three NYSE trading days after the Expiration Date. THE METHOD OF DELIVERY OF THIS LETTER, THE OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. If Outstanding Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. See the "Description of Exchange Offer" section of the Prospectus. 2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER) If less than all of the Outstanding Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Outstanding Notes to be tendered in the box above entitled "Description of Outstanding Notes -- Principal Amount Tendered." A reissued certificate representing the balance of untendered Outstanding Notes will be sent to that tendering Holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. ALL OF THE OUTSTANDING NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED IN FULL UNLESS OTHERWISE INDICATED. 3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES If this Letter is signed by the registered Holder of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates for those notes without any change whatsoever. If this Letter is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Outstanding Notes. If any tendered Outstanding Notes are owned of record by two or more joint owners, all of those owners must sign this Letter. If any tendered Outstanding Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates. When this Letter is signed by the registered Holder or Holders of the Outstanding Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered Holder, then endorsements of any certificates transmitted hereby or separate bond powers by the registered Holder are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution. If this Letter is signed by a person other than the registered Holder or Holders of any certificate(s) specified herein, those certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder or Holders appear(s) on the certificate(s) (and, with respect to a DTC participant whose name(s) appear(s) on a security position listing as the owner of Outstanding Notes, exactly as the name of the participant appears on that security position listing) and signatures on those certificate(s) must be guaranteed by an Eligible Institution. If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted. Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Outstanding Notes are tendered: (i) by a registered Holder of Outstanding Notes (which term, for purposes of the Exchange Offer, includes any participant in DTC whose name appears on a security position listing as the Holder of such Outstanding Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter; or (ii) for the account of an Eligible Institution. 2 4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS Tendering Holders of Outstanding Notes should indicate in the applicable box the name and address to which Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Outstanding Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to that account maintained at DTC as that Holder may designate hereon. If no such instructions are given, those Outstanding Notes not exchanged will be returned to the name and address of the person signing this Letter. 5. TAXPAYER IDENTIFICATION NUMBER Federal income tax law generally requires that a tendering Holder whose Outstanding Notes are accepted for exchange must provide the Company (as payor) with that Holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below, which in the case of a tendering Holder who is an individual is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption from backup withholding, that tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent may be required to withhold 30% (or, for payments made after December 31, 2003, the maximum backup withholding rate then in effect) of the amount of any reportable payments made after the exchange to that tendering Holder of Notes. If withholding results in an overpayment of taxes, a refund may be obtained. Certain Holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. To prevent backup withholding, each tendering Holder of Outstanding Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying, under penalties of perjury, that (1) the TIN provided is correct (or that the Holder is awaiting a TIN),(2) (i) the Holder is exempt from backup withholding, (ii) the Holder has not been notified by the Internal Revenue Service that the Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the Holder that the Holder is no longer subject to backup withholding and (3) the Holder is a U.S. person (including a U.S. resident alien). If the tendering Holder of Outstanding Notes is a nonresident alien or foreign entity not subject to backup withholding, that Holder must give the Exchange Agent a completed Form W-8BEN "Certificate of Beneficial Owner for United States Tax Withholding" or other appropriate Form W-8, such as (i) Form W-8ECI "Certificate of Foreign Person's Claim for Exemption from Withholding on Income Effectively Connected with the Conduct of a Trade or Business in the United States," (ii) Form W-8 IMY "Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding" or (iii) Form W-8EXP "Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding." These forms may be obtained from the Exchange Agent. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, that Holder should consult the W-9 Guidelines for information on which TIN to report. If the Holder does not have a TIN, the Holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note: Checking this box and writing "applied for" on the form means that the Holder has already applied for a TIN or that the Holder intends to apply for one in the near future. If the box in Part 2 of the Substitute Form W-9 is 3 checked, the Exchange Agent will retain 30% (or, for payments made after December 31, 2003, the maximum backup withholding rate then in effect) of all reportable payments made to a Holder during the sixty (60) day period following the date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent with his or her TIN within sixty (60) days of the Substitute Form W-9, the Exchange Agent will remit amounts retained during that sixty (60) day period to the Holder and no further amounts will be retained or withheld from payments made to the Holder thereafter. If, however, the Holder does not provide its TIN to the Exchange Agent within that sixty (60) day period, the Exchange Agent will remit those previously withheld amounts to the Internal Revenue Service as backup withholding and will withhold 30.5% (or, for payments made after December 31, 2003, the maximum backup withholding rate then in effect) of all reportable payments to the Holder thereafter until the Holder furnishes its TIN to the Exchange Agent. 6. TRANSFER TAXES The Company will pay all transfer taxes, if any, applicable to the transfer of Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, Notes and/or substitute Outstanding Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Outstanding Notes tendered hereby, or if tendered Outstanding Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of those taxes or exemption therefrom is not submitted herewith, the amount of those transfer taxes will be billed directly to the tendering Holder. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes specified in this Letter. 7. WAIVER OF CONDITIONS The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus. 8. NO CONDITIONAL TENDERS No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Outstanding Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Outstanding Notes, nor shall any of them incur any liability for failure to give any such notice. 9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES Any Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. 10. WITHDRAWAL RIGHTS Tenders of Outstanding Notes may be withdrawn at any time prior to the Expiration Date. 4 For a withdrawal of a tender of Outstanding Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to the Expiration Date. Any notice of withdrawal must (i) specify the name of the person tendering the Outstanding Notes to be withdrawn (the "Depositor"), (ii) identify the Outstanding Notes to be withdrawn (including certificate number or numbers and the principal amount of those Outstanding Notes), (iii) contain a statement that the Holder is withdrawing his election to have those Outstanding Notes exchanged, (iv) be signed by the Holder in the same manner as the original signature on the Letter by which the Outstanding Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Outstanding Notes register the transfer of those Outstanding Notes in the name of the person withdrawing the tender and (v) specify the name in which those Outstanding Notes are registered, if different from that of the Depositor. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer set forth in "Description of Exchange Offer -- Procedures for Tendering" section of the Prospectus, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of DTC. Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly retendered. Properly withdrawn Outstanding Notes may be retendered by following the procedures described above at any time on or prior to 5:00 P.M., New York City time, on the Expiration Date. 11. VALIDITY AND FORM; UNEXCHANGED OUTSTANDING NOTES All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Company in its sole discretion, which determination will be final and binding on all parties. The Company reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the acceptance of which would, in the Company's judgment, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes, either before or after the Expiration Date, including the right to waive the ineligibility of any tendering holder. The Company's interpretation of the terms and conditions of the Exchange Offer (including this Letter and these Instructions) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person will (i) be under any duty to do so or (ii) incur any liability for failure to give that notification. Tenders of Outstanding Notes will not be deemed to have been made until those defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to the Holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures set forth in "Description of Exchange Offer -- Procedures for Tendering" section of the Prospectus, those Outstanding Notes will be credited to an account maintained with DTC for the Outstanding Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. 5 12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above. IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX IN THIS LETTER. 6 THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED. Please provide your social security number or other taxpayer identification number in the following Substitute Form W-9 and certify therein that you are subject to backup withholding.
- -------------------------------------------------------------------------------------------------------------------- SUBSTITUTE Part 1- PLEASE PROVIDE YOUR TIN IN THE TIN:______________________________ FORM W-9 BOX AT THE RIGHT AND CERTIFY BY SIGNING Social security number Department of the Treasury AND DATING BELOW. For individuals, this or Internal Revenue Service is your Social Security Number (SSN). Employer identification number Payer's Request for Taxpayer For sole proprietors, see the Identification Number ("TIN") Instructions in the enclosed Guidelines. and Certification For other entities, it is your Employer Identification Number (EIN). If you do not have a number, see how to get a TIN in the enclosed Guidelines. ----------------------------------------------------------------------------------- Part 2 - TIN applied for: ----------------------------------------------------------------------------------- Part 3 - CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). ----------------------------------------------------------------------------------- SIGNATURE: DATE: , 2003 --------------------------------- ---------------- - -------------------------------------------------------------------------------------------------------------------- YOU MUST CROSS OUT ITEM (2) OF THE ABOVE CERTIFICATION IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING OF INTEREST OR DIVIDENDS ON YOUR TAX RETURNS AND YOU HAVE NOT BEEN NOTIFIED BY THE IRS THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING. THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISIONS OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING. - --------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9. I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, if I do not provide a taxpayer identification number by the time of payment, 30 percent of all reportable cash payments made to me thereafter will be withheld until I provide a number and the retained amounts will be remitted to the Internal Revenue Service as backup withholding. Signature: Date: ----------------------------------- ---------------------- - -------------------------------------------------------------------------------- FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 7 EX-99.2 12 w88128exv99w2.txt FORM OF NOTICE OF GUARANTEED DELIVERY FORM OF NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 4.875% SUBORDINATED NOTES DUE 2013 OF WILMINGTON TRUST CORPORATION PURSUANT TO THE PROSPECTUS DATED , 2003 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). - -------------------------------------------------------------------------------- THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION FOR INFORMATION CALL: __________ By Hand: By Facsimile By Registered or By Regular Mail or Overnight (Eligible Certified Mail: Courier: Institutions Only): Wells Fargo Bank Minnesota, Wells Fargo Bank 612-667-4927 National Association Minnesota, Attn: Specialized MAC #N9303-121 National Association Finance Corporate Trust Operations MAC #N9303-121 Wells Fargo Bank Minnesota, P.O. Box 1517 Corporate Trust Operations National Association Confirm by Minneapolis, MN 6th & Marquette Avenues Corporate Trust Operations Telephone: 55480-1517 Minneapolis, MN 55479 Minneapolis, MN 55402 800-344-5128
This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (1) certificates for Wilmington Trust Corporation's outstanding 4.875% Subordinated Notes Due 2013 (the "Outstanding Notes") are not immediately available, (2) Outstanding Notes, the Letter of Transmittal and all other required documents cannot be delivered to the Exchange Agent prior to the Expiration Date (as defined above) or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the Expiration Date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand or overnight courier to the Exchange Agent, as set forth above, prior to the Expiration Date. See "Description of Exchange Offer -- Procedures for Tendering" in the Prospectus (as defined below). Transmission of this Notice of Guaranteed Delivery via facsimile to a number other than as set forth above or delivery of this Notice of Guaranteed Delivery to an address other than as set forth above will not constitute a valid delivery. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If an "eligible institution" is required to guarantee a signature on a Letter of Transmittal pursuant to the instructions therein, that signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Wilmington Trust Corporation, a Delaware corporation, upon the terms and subject to the conditions set forth in the prospectus dated , 2003 (as it may be amended or supplemented from time to time, the "Prospectus") and the accompanying Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "Description of Exchange Offer -- Procedures for Tendering -- Guaranteed Delivery." Principal Amount of Outstanding Notes Tendered:* $ ------------------------- Certificate Nos. (if available): -------------------------- Total Principal Amount Represented by Certificate(s): $ ------------------------- * Must be in denominations of principal amount of $1,000 and any integral multiple thereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. PLEASE SIGN HERE X ------------------------------ ------------------------------------ X ------------------------------ ------------------------------------ Signature(s) of Owner (Date) or Authorized Signatory)
Area Code and Telephone Number: --------------------------------- Must be signed by the holder(s) of Outstanding Notes as their name(s) appear(s) on certificates for Outstanding Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must set forth his, her or its full title below. If Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company ("DTC"), provide account number. Please type or print name(s) and address(es) Name(s): ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- Capacity: ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- Address(es): ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- DTC Account Number: ---------------------------------------------- ---------------------------------------------- 3 GUARANTEE OF DELIVERY (THIS SECTION MUST BE COMPLETED; NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," which is a financial institution that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees to deliver to the Exchange Agent, at its number or address set forth above, either the Outstanding Notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of those Outstanding Notes to the Exchange Agent's account at DTC, pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letters of Transmittal (or facsimile thereof), or an agent's message (as defined in the Prospectus), and any other documents required by the Letter of Transmittal prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. trading date after the Expiration Date. Name of Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Telephone No.: (including area code) ---------------------------------------------- Authorized Signature: ---------------------------------------------- Name: ---------------------------------------------- (Please type or print) Title: ---------------------------------------------- Date: ---------------------------------------------- ---------------------------------------------- NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL, OR AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS. 4 EX-99.3 13 w88128exv99w3.txt FORM OF LETTER TO BROKERS, DEALERS, ET AL FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, ISSUER COMPANIES AND OTHER NOMINEES EXHIBIT 99.3 WILMINGTON TRUST CORPORATION OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.875% SUBORDINATED NOTES DUE 2013 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING 4.875% SUBORDINATED NOTES DUE 2013 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). - -------------------------------------------------------------------------------- To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We are offering, upon the terms and subject to the conditions set forth in the prospectus dated , 2003 (as the same may be amended or supplemented from time to time, the "Prospectus") and the accompanying Letter of Transmittal enclosed herewith (which together constitute the "Exchange Offer"), to exchange up to $250,000,000 aggregate principal amount of our 4.875% Subordinated Notes Due 2013 (the "Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of our outstanding 4.875% Subordinated Notes Due 2013 (the "Outstanding Notes"). As set forth in the Prospectus, the terms of the Notes are identical in all material respects to the Outstanding Notes, except that the Notes have been registered under the Securities Act and therefore (1) will not be subject to certain restrictions on their transfer, (2) will not be entitled to registration rights and (3) will not contain provisions providing for an increase in the interest rate thereon under the circumstances set forth in the Registration Rights Agreement described in the Prospectus. Outstanding Notes may be tendered in a principal amount of $1,000 and integral multiples of $1,000. THE EXCHANGE OFFER IS SUBJECT TO THE CONDITIONS DESCRIBED IN THE SECTION ENTITLED "DESCRIPTION OF EXCHANGE OFFER -- CONDITIONS TO THE EXCHANGE OFFER" OF THE PROSPECTUS. Enclosed herewith for your information and forwarding to your clients are copies of the following documents: 1. the Prospectus, dated , 2003; 2. the form of Letter of Transmittal for your use in connection with the exchange of Outstanding Notes and for the information of your clients (facsimile copies of the Letter of Transmittal may be used to tender Outstanding Notes); 3. a form of letter which may be sent to your clients for whose accounts you hold Outstanding Notes registered in your name or in the name of your nominee, with space provided for obtaining those clients' instructions with regard to the Exchange Offer; 4. a Notice of Guaranteed Delivery; and 5. guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9. YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003, UNLESS EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE. In all cases, exchanges of Outstanding Notes pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent (as defined in the Prospectus) of (1) certificates representing those Outstanding Notes, or a book-entry confirmation (as defined in the Prospectus), as the case may be, (2) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an agent's message (as defined in the Prospectus) and (3) any other required documents. Holders who wish to tender their Outstanding Notes and (1) whose certificates for the Outstanding Notes are not immediately available, (2) who cannot deliver their Outstanding Notes, the Letter of Transmittal or an agent's message and any other required documents to the Exchange Agent prior to the Expiration Date or (3) who cannot complete the procedures for delivery by book-entry transfer prior to the Expiration Date, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth under the caption "Description of Exchange Offer -- Procedures for Tendering -- Guaranteed Delivery" in the Prospectus. We are not making the Exchange Offer to, nor will we accept tenders from or on behalf of, holders of Outstanding Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance of tenders would not be in compliance with the laws of that jurisdiction. We will not make any payments to brokers, dealers or other persons for soliciting acceptances of the Exchange Offer. We will, however, upon request, reimburse you for customary clerical and mailing expenses you incur in forwarding any of the enclosed materials to your clients. We will pay or cause to be paid any transfer taxes payable on the transfer of Outstanding Notes to us, except as otherwise provided in Instruction 6 of the Letter of Transmittal. Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and the Letter of Transmittal may be directed to the Exchange Agent at its numbers and address set forth in the Prospectus and the Letter of Transmittal. Very truly yours, WILMINGTON TRUST CORPORATION NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON OUR AGENT OR THE AGENT OF ANY OF OUR AFFILIATES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF US IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. 2 EX-99.4 14 w88128exv99w4.txt FORM OF LETTER FROM BROKERS, DEALERS, ET AL FORM OF LETTER FROM BROKERS, DEALERS, COMMERCIAL BANKS, ISSUER COMPANIES AND OTHER NOMINEES TO THEIR CLIENTS EXHIBIT 99.4 WILMINGTON TRUST CORPORATION OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.875% SUBORDINATED NOTES DUE 2013 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING 4.875% SUBORDINATED NOTES DUE 2013 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON __________, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). - -------------------------------------------------------------------------------- To Our Clients: Enclosed for your consideration is a prospectus dated , 2003 (as the same may be amended or supplemented from time to time, the "Prospectus") and the accompanying Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by Wilmington Trust Corporation to exchange up to $250,000,000 aggregate principal amount of its 4.875% Subordinated Notes Due 2013 (the "Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its outstanding 4.875% Subordinated Notes Due 2013 (the "Outstanding Notes"). As set forth in the Prospectus, the terms of the Notes are identical in all material respects to the Outstanding Notes, except that the Notes have been registered under the Securities Act and therefore (1) will not be subject to certain restrictions on their transfer, (2) will not be entitled to registration rights and (3) will not contain provisions providing for an increase in the interest rate thereon under the circumstances set forth in the Registration Rights Agreement described in the Prospectus. Outstanding Notes may be tendered in a principal amount of $1,000 and integral multiples of $1,000. We are forwarding the enclosed material to you as the beneficial owner of Outstanding Notes we hold for your account or benefit but which are not registered in your name. Only we may tender Outstanding Notes in the Exchange Offer as the registered holder, if you so instruct us. Therefore, Wilmington Trust Corporation urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact that holder promptly if they wish to exchange Outstanding Notes in the Exchange Offer. Accordingly, we request instructions as to whether you wish us to exchange any or all Outstanding Notes we hold for your account or benefit pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to exchange your Outstanding Notes. You should forward instructions to us as promptly as possible in order to permit us to exchange Outstanding Notes on your behalf before the Exchange Offer expires at 5:00 P.M., New York City time, on , 2003, unless extended. A tender of Outstanding Notes may be withdrawn at any time prior to the Expiration Date, which means 5:00 P.M., New York City time, on , 2003 or the latest time to which the Exchange Offer is extended. We call your attention to the following: 1. The Exchange Offer is for the exchange of $1,000 principal amount of Notes for each $1,000 principal amount of Outstanding Notes. As of , 2003, $250,000,000 aggregate principal amount of the Outstanding Notes was outstanding. 2. THE EXCHANGE OFFER IS SUBJECT TO THE CONDITIONS DESCRIBED IN THE SECTION ENTITLED "DESCRIPTION OF EXCHANGE OFFER -- CONDITIONS TO THE EXCHANGE OFFER" OF THE PROSPECTUS. 3. Wilmington Trust Corporation has agreed to pay certain of the expenses of the Exchange Offer, and will pay any transfer taxes incident to the transfer of Outstanding Notes from the tendering holder to Wilmington Trust Corporation, except as provided in the Prospectus and the Letter of transmittal. See "Description of Exchange Offer -- Fees and Expenses" in the Prospectus and instruction 6 of the Letter of Transmittal. Wilmington Trust Corporation is not making the Exchange Offer to, nor will it accept tenders from or on behalf of, holders of Outstanding Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance of tenders would not be in compliance with the laws of that jurisdiction. If you wish us to tender any or all of your Outstanding Notes we hold for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form. THE ACCOMPANYING LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE USED BY YOU TO EXCHANGE OUTSTANDING NOTES WE HOLD AND WHICH ARE REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT. 2 INSTRUCTIONS The undersigned acknowledge(s) receipt of your letter and the material enclosed with and referred to in your letter relating to the Exchange Offer of Wilmington Trust Corporation. This will instruct you to tender for exchange the aggregate principal amount of Outstanding Notes indicated below -- or, if no aggregate principal amount is indicated below, all Outstanding Notes -- you hold for the account or benefit of the undersigned pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal. AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING NOTES TO BE TENDERED FOR EXCHANGE:* $ - -------------------- *I (we) understand that if I (we) sign this instruction form without indicating an aggregate principal amount of Outstanding Notes in the space above, all Outstanding Notes you hold for my (our) account will be tendered for exchange. Signature(s): - -------------------- Name(s) (Please type or print): - -------------------- Employer Identification or Social Security Number: - -------------------- Capacity (full title), if signing in a fiduciary or representative capacity: - -------------------- Telephone (including area code) - -------------------- Address (including zip code) - -------------------- Date - -------------------- 3 EX-99.5 15 w88128exv99w5.txt GUIDELINES FOR CERTIFICATION OF TIN NUMBER GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER FOR SUBSTITUTE FORM W-9 EXHIBIT 99.5 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYER -- Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.
GIVE THE NAME GIVE THE NAME AND AND EMPLOYER FOR THIS TYPE OF SOCIAL SECURITY FOR THIS TYPE OF IDENTIFICATION ACCOUNT: NUMBER OF: ACCOUNT: NUMBER OF: - -------- ---------- ---------------- -------------- 1. Individual The individual 6. Sole The owner (3) proprietorship or single-owner LLC 2. Two or more The actual owner 7. A valid trust, The legal individuals (joint of the account estate or pension entity (4) account) or, if combined trust funds, the first individual on the account (1) 3. Custodian The minor (2) 8. Corporate or The corporation account of a minor LLC electing or LLC (Uniform Gift to corporate status on Minors Act) Form 8832 4. a. The usual The 9. Association, The organization revocable savings grantor-trustee club, religious, trust (grantor is (1) charitable, also trustee) educational or other tax-exempt organization b. So-called The actual owner 10. Partnership or The partnership trust account that (1) multi-member LLC or LLC is not a legal or valid trust under state law 5. Sole The owner (3) 11. A broker or The broker or proprietorship or registered nominee nominee single-owner LLC 12. Account with The public the Department of entity Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show the individual name of the owner, but you may also include the business or "doing business as" name. You may use either the social security number or the employer identification number (if the owner has one). (4) List first and circle the name of the legal trust, estate or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. 2 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office, online at www.ssa.gov/online/ss5.html or by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676), or from the IRS Web Site at www.irs.gov. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding include: - An organization exempt from tax under Section 501(a), any individual retirement account (IRA) or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2). - The United States or any of its agencies or instrumentalities. - A state, the District of Columbia, a possession of the United States or any of their political subdivisions or instrumentalities. - A foreign government or any of its political subdivisions, agencies or instrumentality. - An international organization or any of its agencies or instrumentalities. Payees that may be exempt from backup withholding include: - A corporation. - A foreign central bank of issue. - A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States. - A futures commission merchant registered with the Commodity Futures Trading Commission. - A real estate investment trust. - An entity registered at all times during the tax year under the Investment Company Act of 1940. - A common trust fund operated by a bank under Section 584(a). - A financial institution. 3 - A middleman known in the investment community as a nominee or custodian. - A trust exempt from tax under Section 664 or described in Section 4947. Payments of dividends and patronage dividends generally exempt from backup withholding include: - Payments to nonresident aliens subject to withholding under Section 1441. - Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner. - Payments of patronage dividends not paid in money. - Payments made by certain foreign organizations. - Section 404(k) distributions made by an ESOP. Payments of interest generally exempt from backup withholding include: - Payments of tax-exempt interest (including exempt-interest dividends under Section 852). - Payments described in Section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under Section 1451. - Payments made by certain foreign organizations. Certain payments, other than payments of interest dividends and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and the regulations thereunder. EXEMPT PAYEES SHOULD COMPLETE A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. Furnish your taxpayer identification number, check the box in Part 2 on the form, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer. PRIVACY ACT NOTICE Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report payments. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to various government agencies for tax enforcement or litigation purposes. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal nontax criminal laws and to combat terrorism. Payers must be given the taxpayer identification numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend and certain other payments to a payee who does not give a taxpayer identification number to a payer. Certain penalties may also apply. 4 PENALTIES (1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. (3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. 5 -----END PRIVACY-ENHANCED MESSAGE-----