-----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, K4vLAN764MGI7Dbr/8LC7iRKSPuSDaAIXrAFSCmK/H85Z2MrVA72W0PlUeVfhwIr drYEqC/iOc1wQdKC659hjg== 0000893220-03-001503.txt : 20030827 0000893220-03-001503.hdr.sgml : 20030827 20030826200843 ACCESSION NUMBER: 0000893220-03-001503 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030531 FILED AS OF DATE: 20030827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILMINGTON TRUST CORP CENTRAL INDEX KEY: 0000872821 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 510328154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14659 FILM NUMBER: 03867464 BUSINESS ADDRESS: STREET 1: RODNEY SQUARE NORTH STREET 2: 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890-0001 BUSINESS PHONE: 3026518378 MAIL ADDRESS: STREET 1: 1100 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19890-0001 11-K 1 w89460e11vk.txt WILMINGTON TRUST CORPORATION FORM 11-K FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- [X] ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - -------------------------------------------------------------------------------- FOR THE FISCAL YEAR ENDED MAY 31, 2003 COMMISSION FILE NUMBER: 1-14659 WILMINGTON TRUST CORPORATION (Exact name of registrant as specified in its charter) Delaware 51-0328154 ------------------- ---------------- (State or other (I.R.S. Employer jurisdiction of Identification incorporation Number) or organization) RODNEY SQUARE NORTH 1100 NORTH MARKET STREET WILMINGTON, DE 19890-0001 ------------------------- (Address of Principal Executive Offices) 2000 Employee Stock Purchase Plan ---------------------------------- (Full title of plan) 1. The 2000 Employee Stock Purchase Plan affords staff members the opportunity to acquire shares of Wilmington Trust Corporation's stock. 2. a. The written consent of accountants with respect to the financial statements for the 2000 Employee Stock Purchase Plan is attached hereto as Exhibit 99.1. b. The financial statements required to be filed for the 2000 Employee Stock Purchase Plan are attached hereto as Exhibit 99.2. c. The certification required by Section 906 of the Sarbanes-Oxley Act is attached hereto as Exhibit 99.3. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the following individuals, who administer the 2000 Employee Stock Purchase Plan, have signed this Form 11-K as of August 26, 2003. /s/ William J. Farrell, II (SEAL) ------------------------------------ William J. Farrell, II, Chairman /s/ Howard K. Cohen (SEAL) ------------------------------------ Howard K. Cohen /s/ I. Gail Howard (SEAL) ------------------------------------ I. Gail Howard /s/ Catharine Z. Ford (SEAL) ------------------------------------ Catharine Z. Ford /s/ Gerald F. Sopp (SEAL) ------------------------------------ Gerald F. Sopp EXHIBIT INDEX
Exhibit Number Exhibit Page Number - -------------- ------- ----------- 99.1 Consent of independent auditors 5 99.2 Financial statements 7 99.3 Section 906 Certification 13
EX-99.1 4 w89460exv99w1.txt CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENDENT AUDITORS EXHIBIT 99.1 To the Wilmington Trust Corporation Benefits Administration Committee: We consent to incorporation by reference in the registration statement (No. 333-37928) on Form S-8 of Wilmington Trust Corporation of our report dated July 18, 2003 relating to the financial statements of the Wilmington Trust Corporation 2000 Employee Stock Purchase Plan (the Plan) included in the Plan's Annual Report (Form 11-K) for the year ended May 31, 2003, filed with the Securities and Exchange Commission. /s/ KPMG LLP Philadelphia, PA August 22, 2003 EX-99.2 5 w89460exv99w2.txt FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT To the Wilmington Trust Corporation Benefits Administration Committee: We have audited the accompanying statements of financial condition of Wilmington Trust Corporation 2000 Employee Stock Purchase Plan (the Plan) as of May 31, 2003 and 2002, and the related statements of income and changes in participants' equity for each of the years in the three year period ended May 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of May 31, 2003 and 2002, and its income and changes in participants' equity for each of the years in the three year period ended May 31, 2003, in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP July 18, 2003 FINANCIAL STATEMENTS EXHIBIT 99.2 WILMINGTON TRUST CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN WITH INDEPENDENT AUDITORS' REPORT MAY 31, 2003 AND 2002 AUDITED FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 2003 AND 2002 FINANCIAL STATEMENTS
PAGE ---- Independent Auditors' Report ....................................................................... 1 Statements of Financial Condition .................................................................. 2 Statements of Income and Changes In Participants' Equity ........................................... 3 Notes to Financial Statements ....................................................................... 4
-i- STATEMENTS OF FINANCIAL CONDITION WILMINGTON TRUST CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN
May 31, May 31, 2003 2002 --------------- --------------- ASSETS Investments, at fair value - interest-bearing deposits held at Wilmington Trust Company $ 3,296,913 $ 2,610,707 =============== =============== LIABILITIES AND PARTICIPANTS' EQUITY Taxes withheld for participants $ 783 $ 833 Participants' equity 3,296,130 2,609,874 --------------- --------------- Total liabilities and participants' equity $ 3,296,913 $ 2,610,707 ================ ===============
See notes to financial statements. -2- STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY WILMINGTON TRUST CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN
Years Ended May 31, --------------------------------------------------- 2003 2002 2001 ------------ ----------- ------------ INCOME Investment income - interest $ 2,680 $ 2,577 $ 12,428 ------------ ----------- ------------ Total income 2,680 2,577 12,428 OTHER ADDITIONS Contributions from participants (including amounts due back to participants of $179,484, $72,430 and $1,838 at May 31, 2003, 2002 and 2001, respectively) 3,294,233 2,608,130 2,270,375 ------------ ----------- ------------ 3,296,913 2,610,707 2,282,803 ------------ ----------- ------------ DEDUCTIONS Distributions to participants: Wilmington Trust Corporation common stock 2,535,700 2,268,537 ---- Cash 75,007 14,266 ---- ------------ ----------- ------------ 2,610,707 2,282,803 ---- ------------ ----------- ------------ NET ADDITIONS 686,206 327,904 2,282,803 PLAN BALANCE AT BEGINNING OF YEAR 2,610,707 2,282,803 ---- ------------ ----------- ------------ PLAN BALANCE AT END OF YEAR $ 3,296,913 $ 2,610,707 $ 2,282,803 ============ =========== ============
See notes to financial statements. -3- NOTES TO FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 2003 AND 2002 NOTE A -- SIGNIFICANT ACCOUNTING POLICIES Investments consist of interest-bearing savings accounts held by Wilmington Trust Company, a related party. Those accounts are carried at cost, which approximates fair market value. The administrative costs of the 2000 Employee Stock Purchase Plan (the "Plan") of Wilmington Trust Corporation (the "Corporation") are paid by the Corporation. The accounting records of the Plan are maintained on the accrual basis. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE B -- DESCRIPTION OF PLAN The Board of Directors of the Corporation approved the Plan on February 17, 2000. The Corporation's stockholders approved the Plan on May 11, 2000 to commence on June 1, 2000. The Plan replaced the Corporation's 1996 Employee Stock Purchase Plan, which terminated on May 31, 2000 and contained substantially similar provisions. The Plan provides for the purchase of up to 800,000 shares of the Corporation's common stock by eligible employees. See Note D below. For any offering period, each eligible employee may elect to have up to the lesser of 10% of their annual base salary or $21,250 deducted from their pay and accumulated with interest until the end of the offering period. The minimum contribution must be an amount equal to the offering price of five shares. At the end of each offering period, the balance in each participant's payroll deduction account is applied to the purchase of the largest number of full shares of the Corporation's common stock possible without exceeding the maximum number of shares the participant elected. The price at which the shares are deemed to have been purchased is equal to 85% of the lesser of the last sale price of the Corporation's common stock on the New York Stock Exchange at the beginning or end of the offering period. Any unused balance in a participant's account at the end of an offering period is refunded to the participant, with interest. Shares to be purchased under the Plan are authorized common shares of the Corporation. Shares to be delivered to an employee will be registered in the employee's name. The Plan had 1,417 participants at May 31, 2003 and 1,095 participants at May 31, 2002. -4- NOTES TO FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 2003 AND 2002 NOTE C--RELATED PARTY TRANSACTIONS The Corporation administers the plan as well as issues its common stock to participants. The Corporation issued 126,359 shares of its common stock at $24.65 per share for the offering period ended May 31, 2003 and 95,584 shares of its common stock at $26.5285 per share for the offering period ended May 31, 2002. The Plan disbursed $3,114,749 and $2,535,700 from the Plan to purchase those shares in June 2003 and June 2002, respectively. NOTE D--INCOME TAX STATUS It is the intention of the Corporation to have the Plan qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the provisions of the Plan are construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code. At the time of issuance to the individual, the difference between the purchase price and the fair market value of the stock purchased under the Plan is not includable in the participant's gross income for federal income tax purposes. NOTE E--STOCK SPLIT In April 2002, the Corporation's Board of Directors declared a two-for-one stock split in the form of a 100% stock dividend, payable on June 17, 2002 to stockholders of record on June 3, 2002. This doubled the number of the Corporation's common shares issued, including those issued under the Plan, as well as those issuable under the Plan, and resulted in the per share price of the Corporation's common shares being reduced by 50%. There was no change to the total amount of cash disbursed from the Plan to purchase shares in June 2002. Prior period amounts have been adjusted to reflect this 100% stock dividend. NOTE F--AMENDMENT OR TERMINATION The Board of Directors may amend or terminate the Plan at any time. Any options previously granted will not be effected by a termination or amendment. No amendment may be made without prior approval of the shareholders if it would permit the issuance of more than 800,000 shares of common stock, permit payroll deduction at a rate in excess of 10% of an employee's base salary, or is otherwise required by law. -5- EX-99.3 6 w89460exv99w3.txt SECTION 906 CERTIFICATION SECTION 906 CERTIFICATION The undersigned certify that, to their knowledge, the Form 11-K of Wilmington Trust Corporation's Employee Stock Purchase Plan for the 2002-2003 plan year fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 and that the information contained in that report fairly presents, in all material respects, the financial condition and results of operation of that plan. /s/ Ted T. Cecala ---------------------------------------------------- Ted T. Cecala Chairman and Chief Executive Officer /s/ David R. Gibson ---------------------------------------------------- David R. Gibson Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----