WAUSAU PAPER MILLS CO
SC 13G/A, 1996-02-13
PAPER MILLS
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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                     SCHEDULE 13G
               INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                      UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                  (AMENDMENT NO. 3)*


                                Wausau Paper Mills Co.
                                   (Name of Issuer)

                                     Common Stock
                            (Title of Class of Securities)

                                      943317-107
                                    (CUSIP Number)






     Check the following box if a fee is being paid with this statement [ ]. 
     (A fee is not required only if the filing person:  (1) has a previous
     statement on file reporting beneficial ownership of more than five percent
     of the class of securities described in Item 1; and (2) has filed no
     amendment subsequent thereto reporting beneficial ownership of five
     percent or less of such class.) (See Rule 13d-7.)

     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
     deemed to be "filed" for the purpose of section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of
     the Act (however, see the Notes).

                         (Continued on the following page(s))
                                  Page 1 of 7 Pages
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     CUSIP No. 943317-107                13G                   Page 2 of 7 Pages


     1        NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Wilmington Trust Corporation

     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) /x/
                                                                         (b) /_/

     3        SEC USE ONLY


     4        CITIZENSHIP OR PLACE OF INCORPORATION

              Delaware Corporation

              NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
              WITH:

     5        SOLE VOTING POWER                 6,730,465

     6        SHARED VOTING POWER                  39,610

     7        SOLE DISPOSITIVE POWER            6,730,465

     8        SHARED DISPOSITIVE POWER             39,610

     9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              6,770,075

     10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
              SHARES* /_/

     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 23.0%

     12       TYPE OF REPORTING PERSON*

              HC  

     *SEE INSTRUCTION BEFORE FILLING OUT!
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     CUSIP No. 943317-107                13G                   Page 3 of 7 Pages


     1        NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Wilmington Trust Company

     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) /x/
                                                                         (b) /_/

     3        SEC USE ONLY


     4        CITIZENSHIP OR PLACE OF INCORPORATION

              Delaware banking corporation

              NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
              WITH:

     5        SOLE VOTING POWER                 6,730,465

     6        SHARED VOTING POWER                  39,610

     7        SOLE DISPOSITIVE POWER            6,730,465

     8        SHARED DISPOSITIVE POWER             39,610

     9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              6,770,075

     10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
              SHARES* /_/

     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 23.0%

     12       TYPE OF REPORTING PERSON*

              BK 

     *SEE INSTRUCTION BEFORE FILLING OUT!
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     CUSIP No. 943317-107                13G                   Page 4 of 7 Pages


     Item 1 (a).  Name of Issuer:

              Wausau Paper Mills Company

     Item 1 (b).  Address of Issuer's Principal Executive Offices:

              c/o Yawkey Lumber Co.
              500 Third Street, Suite 602
              P.O. Box 65
              Wausau, WI  54402-0065

     Item 2 (a).  Name of Persons Filing:

              Wilmington Trust Corporation, Wilmington Trust Company 

     Item 2 (b).  Address of Principal Business Office:

              1100 North Market Street, Wilmington, DE  19890

     Item 2 (c).  Citizenship:

              Wilmington Trust Corporation is a Delaware corporation;
              Wilmington Trust Company is a Delaware banking corporation. 

     Item 2 (d).  Title of Class of Securities:

              Common Stock

     Item 2 (e).  CUSIP Number:  943317-107

     Item 3.  The persons filing this Schedule 13G are:

              Wilmington Trust Corporation and Wilmington Trust Company are a
              Group, in accordance with Section 240.13d-1(b)(1)(ii)(H). 
              Wilmington Trust Corporation is a Parent Holding Company, in
              accordance with Section 240.13d-1(b)(1)(ii)(G).  Wilmington Trust
              Company is a Bank as defined in Section 3(a)(6) of the Securites
              Exchange Act of 1934, as amended, and is a direct, wholly-owned
              subsidiary of Wilmington Trust Corporation.

     Item 4.  Ownership.

              (a)     Amount Beneficially Owned by
                      Wilmington Trust Corporation:  6,770,075
                      Wilmington Trust Company:      6,770,075

              (b)  Percent of Class for 
                      Wilmington Trust Corporation:  23.0%
                      Wilmington Trust Company:      23.0%

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     CUSIP No. 943317-107                13G                   Page 5 of 7 Pages


              (c)  Number of shares as to which Wilmington Trust                
          Corporation has:  

                      (i)      sole power to vote or direct the vote: 6,730,465

                      (ii)     shared power to vote or direct the vote:  39,610

                      (iii)    sole power to dispose or to direct the
                               disposition of:  6,730,465

                      (iv)     shared power to dispose or to direct the
                               disposition of:  39,610

                      Number of shares as to which Wilmington Trust Company
                      has:  

                      (i)      sole power to vote or direct the vote: 6,730,465

                      (ii)     shared power to vote or direct the vote:  39,610

                      (iii)    sole power to dispose or to direct the
                               disposition of:  6,730,465

                      (iv)     shared power to dispose or to direct the
                               disposition of:  39,610

     Item 5.  Ownership of Five Percent or Less of a Class:

              If this statement is being filed to report the fact that as of
              the date hereof the reporting person has ceased to be the
              beneficial owner of more than five percent of the class of
              securities, check the following   /_/

     Item 6.  Ownership of More Than Five Percent on Behalf of Another Person:

              Not Applicable

     Item 7.  Identification and Classification of the Subsidiary Which
     Acquired the Security Being Reported on by the Parent Holding Company: 

              Wilmington Trust Company:  BK

     Item 8.  Identification and Classification of Members of the Group:  

              Wilmington Trust Corporation:  HC
              Wilmington Trust Company:  BK

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     CUSIP No. 943317-107                13G                   Page 6 of 7 Pages


     Item 9.  Notice of Dissolution of Group:  

              Not Applicable

     Item 10.  Certification.

     By signing below I certify that, to the best of my knowledge and belief,
     the securities referred to above were acquired in the ordinary course of
     business and were not acquired for the purpose of and do not have the
     effect of changing or influencing the control of the issuer of such
     securities and were not acquired in connection with or as a participant in
     any transaction having such purpose or effect.

     Signatures.

     After reasonable 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.

     WILMINGTON TRUST CORPORATION

     By:  /s/         Thomas P. Collins
                      Vice President and Secretary

     WILMINGTON TRUST COMPANY

     By:  /s/         Allan C. Lynch, Jr.
                      Vice President


     Dated:  February 12, 1996


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     CUSIP No. 943317-107                13G                   Page 7 of 7 Pages


                                JOINT FILING AGREEMENT


     Wilmington  Trust Corporation  and Wilmington  Trust  Company (the  "Filing
     Persons") hereby  agree  to file  jointly the  Schedule 13G  to which  this
     Joint  Filing   Agreement  is  attached  and  any  amendments  thereto,  as
     permitted by  Rule 13d-1 promulgated  under the Securities  Exchange Act of
     1934, as amended.   Each of the Filing Persons agrees that  the information
     set forth in such Schedule 13G and  any amendments thereto with respect  to
     that Filing  Person will be  true, complete and correct  as of the  date of
     that Schedule 13G  or that amendment, to  the best of that  Filing Person's
     knowledge  and  belief, after  reasonable  inquiry.    Each  of the  Filing
     Persons makes  no representations as  to the  accuracy or  adequacy of  the
     information set forth in  the Schedule 13G or  any amendments thereto  with
     respect to  the other  Filing Person.   Each  of the  Filing Persons  shall
     notify the  other  Filing Person  promptly if  any of  the information  set
     forth in the  Schedule 13G or any amendments  thereto becomes inaccurate in
     any  material respect or if  that person learns  of information which would
     require an amendment to the Schedule 13G.

     IN  WITNESS  WHEREOF,  the undersigned  have  executed  this  Joint  Filing
     Agreement as of the 12th day of February, 1996.

     WILMINGTON TRUST CORPORATION

     By:  /s/         Thomas P. Collins
                      Vice President and Secretary

     WILMINGTON TRUST COMPANY

     By:  /s/         Allan C. Lynch, Jr.
                      Vice President
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