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1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) MBNA CORPORATION (Name of Issuer) MBNA CAPITAL C (Name of Person Filing Statement) 7.50% CUMULATIVE PREFERRED STOCK, SERIES A (Title of Class of Securities) 55262L209 (CUSIP Number of Class of Securities) M. Scot Kaufman Executive Vice President, Chief Financial Officer and Chief Accounting Officer Wilmington, Delaware 19884-0864 (800) 362-6255 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person Filing Statement) Copies to: ------------- John W. Scheflen John B. Tehan, Esq. Executive Vice President SIMPSON THACHER & BARTLETT General Counsel & Secretary 425 Lexington Avenue MBNA CORPORATION New York, New York 10017 Wilmington, Delaware 19884-0616 (212) 455-2000 (800) 362-6255 FEBRUARY 27, 1997 (Date Tender Offer First Published, Sent or Given to Security Holders) This Final Amendment to the Issuer Tender Offer Statement is being filed with the Securities and Exchange Commission by MBNA Capital C (the "Trust"), in connection with the filing under the Securities Act of 1933, as amended, of a registration statement on Form S-4 (Registration No. 333-21181) regarding an offer (the "Offer") to holders of Series A Preferred Stock of MBNA Corporation (the "Preferred Shares") of 8.25% Trust Originated Preferred SecuritiesSM ("TOPrSSM"), representing undivided beneficial interests in the assets of the Trust (the "Preferred Securities"), for any and all Preferred Shares validly tendered and accepted for exchange in the Offer. The Offer terminated at 12:00 midnight on Wednesday, March 26, 1997, and resulted in the exchange of 1,452,118 Preferred Shares for 1,452,118 Preferred Securities. SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of Merrill Lynch & Co., Inc. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 3, 1997 MBNA CAPITAL C By: /s/ John W. Scheflen ----------------------------- Name: John W. Scheflen Title: Administrative Trustee