-----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, AHPn5tqWgYbbf3TOWmCyWAQDdm3K05B22MSz1jvWvboTTVadEL+Lj1iAndEtkY5c +yyngc40D7ZpjnMAcaLtiw== 0000898432-99-000885.txt : 19990830 0000898432-99-000885.hdr.sgml : 19990830 ACCESSION NUMBER: 0000898432-99-000885 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990531 FILED AS OF DATE: 19990827 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: SEC FILE NUMBER: 001-14659 FILM NUMBER: 99700807 BUSINESS ADDRESS: STREET 1: RODNEY SQUARE NORTH STREET 2: 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890 BUSINESS PHONE: 3026518516 MAIL ADDRESS: STREET 1: 1100 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19890 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- [X] ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 - -------------------------------------------------------------------------------- FOR THE FISCAL YEAR ENDED MAY 31, 1999 COMMISSION FILE NUMBER: 1-14659 WILMINGTON TRUST CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 51-0328154 --------------- ---------------- (State or other (I.R.S. Employer jurisdiction of Identification incorporation Number) or organization) RODNEY SQUARE NORTH 1100 NORTH MARKET STREET WILMINGTON, DE 19890-0001 ---------------------------------------- (Address of Principal Executive Offices) 1996 Employee Stock Purchase Plan --------------------------------- (Full title of plan) 1. The 1996 Employee Stock Purchase Plan affords staff members the opportunity to acquire shares of Wilmington Trust Corporation's stock. 2. a. The written consent of accountants with respect to the financial statements for the 1996 Employee Stock Purchase Plan is attached hereto as Exhibit 99.1. b. The financial statements required to be filed for the 1996 Employee Stock Purchase Plan are attached hereto as Exhibit 99.2. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the following individuals, who administer the 1996 Employee Stock Purchase Plan, have signed this Form 11-K as of August 27, 1999. /s/ William J. Farrell, II (SEAL) ---------------------------- William J. Farrell, II /s/ Howard K. Cohen (SEAL) ---------------------------- Howard K. Cohen /s/ Joseph M. Jacobs, Jr. (SEAL) ---------------------------- Joseph M. Jacobs, Jr. /s/ Catharine Z. Ford (SEAL) ---------------------------- Catharine Z. Ford 2 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT PAGE NUMBER 99.1 Consent of independent auditor 4 99.2 Financial statements 5 3 EX-99.1 2 CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-04042) pertaining to the Wilmington Trust Corporation 1996 Employee Stock Purchase Plan of our report dated July 12, 1999, with respect to the financial statements of the Wilmington Trust Corporation 1996 Employee Stock Purchase Plan included in this Annual Report on Form 11-K for the year ended May 31, 1999. Philadelphia, Pennsylvania /s/ Ernst & Young LLP August 27, 1999 EXHIBIT 99.1 EX-99.2 3 WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 1999 AND 1998 EXHIBIT 99.2 AUDITED FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN MAY 31, 1999 and 1998 FINANCIAL STATEMENTS - -------------------- PAGE -------- Report of Independent Auditors . . . . . . . . . . . . . . .. . . . 1 Statements of Financial Condition . . . . . . . . . . . . . . . . 2 Statements of Changes In Participants' Equity . . . . . . . . . . 3 Notes to Financial Statements . . . . . . . . . . . . . . . .. . . . 4 -i- Report of Independent Auditors Wilmington Trust Corporation Benefits Committee We have audited the accompanying statements of financial condition of the Wilmington Trust Corporation 1996 Employee Stock Purchase Plan (the Plan) as of May 31, 1999 and 1998, and the related statements of changes in participants' equity for the years then ended. 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 generally accepted auditing standards. 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 at May 31, 1999 and 1998, and the changes in participants' equity for the years then ended in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP July 12, 1999 Philadelphia, Pennsylvania -1- STATEMENTS OF FINANCIAL CONDITION WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
May 31 1999 1998 ---------- -------- ASSETS Investment -- interest-bearing deposits held at Wilmington Trust Company $ 2,746,020 $ 2,790,674 =========== ========== LIABILITIES AND PARTICIPANTS' EQUITY Taxes withheld for participants $ 876 $ 1,080 Participants' equity 2,745,144 2,789,594 ----------- ---------- Total Liabilities and Participants' Equity $ 2,746,020 $ 2,790,674 ========== ==========
See notes to financial statements. -2- STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN Years Ended May 31 1999 1998 ADDITIONS ---------- ---------- Investment income -- interest $ 23,675 $ 31,909 Contribution refund 81,423 -- Contributions from participants 2,640,922 2,758,765 ----------- ----------- 2,746,020 2,790,674 ----------- ----------- DEDUCTIONS Distributions to participants: Wilmington Trust Corporation Common Stock 2,758,765 2,367,027 Cash 31,909 37,126 ----------- ----------- 2,790,674 2,404,153 ----------- ----------- NET (DEDUCTIONS)/ADDITIONS (44,654) 386,521 PARTICIPANTS' EQUITY AT BEGINNING OF YEAR 2,790,674 2,404,153 ----------- ----------- PARTICIPANTS' EQUITY AT END OF YEAR $ 2,746,020 $ 2,790,674 =========== =========== See notes to financial statements. -3- NOTES TO FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN NOTE A -- SIGNIFICANT ACCOUNTING POLICIES Investments consist of interest-bearing savings accounts carried at cost, which approximates market. The administrative costs of the 1996 Employee Stock Purchase Plan (the "Plan") of Wilmington Trust Corporation (the "Corporation") are paid by the Corporation. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE B -- DESCRIPTION OF PLAN The Board of Directors of the Corporation approved the Plan on February 15, 1996. The Corporation's stockholders approved the Plan on April 18, 1996 to commence on June 1, 1996. The Plan provides for the purchase of up to 500,000 shares of the Corporation's common stock by eligible employees through offerings of twelve-months' duration each. For any offering period, each eligible employee may elect to have up to the lesser of 10% of his or her annual base salary or $21,250 deducted from his or her pay (for Plan years beginning June 1, 1998 and thereafter, the minimum contribution is $10 per pay period) and accumulated with interest until the end of the offering period. 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 (the Corporation's common stock being newly listed on the NYSE in 1999) at the beginning or end of the offering period. Any unused balance in a participant's account at the end of an offering period is refunded, with interest. Shares to be purchased under the Plan are authorized shares of the Corporation. Shares to be delivered to an employee will be registered in the employee's name. The Corporation issued 52,829 shares of its common stock at $49.99 for the offering period ended May 31, 1999 and 72,325 shares of its common stock at $38.144 for the offering period ended May 31, 1998. The Plan had 1,420 participants at May 31, 1999 and 1,534 participants at May 31, 1998. The Board of Directors has the authority to terminate or amend the Plan; however, the Plan will terminate automatically on April 18, 2000. -4- NOTES TO FINANCIAL STATEMENTS WILMINGTON TRUST CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN NOTE C -- INCOME TAX STATUS It is the intention of the Corporation to have the Plan qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan accordingly are construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code. At the time of issuance to the individual, the difference between the purchase price and the fair market value of the stock purchased under the Plan is not includable in the participant's gross income for federal income tax purposes. NOTE D -- YEAR 2000 (UNAUDITED) The Plan is reliant on Wilmington Trust Company and third parties for data processing. Wilmington Trust established a Year 2000 Program Management Office to manage its Year 2000 project on an enterprise-wide basis. It worked with an international consulting firm to assist in implementing its enterprise-wide Program Management Office and strategies to help assure business area readiness, vendor readiness, external communications and contingency planning. Wilmington Trust uses a project approach the FDIC has endorsed to help assure continuity and efficiency in its Year 2000 efforts. This approach uses the following five steps: awareness, assessment, renovation, testing and implementation. Wilmington Trust conducts project reviews of its Year 2000 efforts with a management steering team and quarterly meetings with its senior management and Board of Directors. It has completed assessment, renovation and testing of all of its core hardware and software systems. For third-party software applications, Wilmington Trust has corresponded with the software providers through several mailings. It is reviewing the systems renovation, testing, implementation and contingency plans of those vendors. It monitors the status of those vendors and has developed contingency plans where the potential for vendors to impact the delivery of services is high. In addition, Wilmington Trust is monitoring the status of regulatory reviews of major service providers. Where feasible, it has tested critical vendor-supplied products. Wilmington Trust has assessed the potential impact of Year 2000 failures on core business functions, and has developed contingency plans where that impact presents a high risk. Business experts and management in each area have validated these plans to ensure their appropriateness. Wilmington Trust has incorporated enhancements made through this process into finalized contingency plans. -5- The Plan believes it is addressing all key components necessary to resolve the Year 2000 issue. Nevertheless, it is not possible to determine with complete certainty that all Year 2000 issues affecting the Plan or its vendors are identified and corrected, or the duration, severity or financial consequences of any failure. -6- -----END PRIVACY-ENHANCED MESSAGE-----