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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. 2)*
Figgie International, Inc.
(Name of Issuer)
Common Stock, Class B
(Title of Class of Stock)
316828-607
(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 8 Pages
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CUSIP No. 316828-607 13G Page 2 of 8 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 51,750 (See Introductory
Note)
6 SHARED VOTING POWER 1,442,181 (See Introductory
Note)
7 SOLE DISPOSITIVE POWER 51,750 (See Introductory Note)
8 SHARED DISPOSITIVE POWER 0 (See Introductory Note)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,493,931 (See Introductory Note)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 30.1% (See
Introductory Note)
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 316828-607 13G Page 3 of 8 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 51,750 (See Introductory
Note)
6 SHARED VOTING POWER 1,442,181 (See Introductory
Note)
7 SOLE DISPOSITIVE POWER 51,750 (See Introductory Note)
8 SHARED DISPOSITIVE POWER 0 (See Introductory Note)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,493,931 (See Introductory Note)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 30.1% (See
Introductory Note)
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 316828-607 13G Page 4 of 8 Pages
Introductory Note
This information statement on Schedule 13G is being filed by Wilmington
Trust Corporation, a bank holding company, and Wilmington Trust Company in
order to amend the form of Schedule 13G previously filed for December 31,
1994. The purposes of this amendment are to refile electronically with
the Securities and Exchange Commission the previously filed Schedule 13G
and to supplement the form of the previously filed Schedule 13G. The data
previously reported as to aggregate ownership of shares, aggregate
percentage ownership of shares, aggregate voting powers, and aggregate
dispositive powers has not changed, but in this amendment such data is set
forth separately for each reporting entity.
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CUSIP No. 316828-607 13G Page 5 of 8 Pages
Item 1 (a). Name of Issuer:
Figgie International, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
4420 Sherwin Road
Willoughby, OH 44094
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, Class B
Item 2 (e). CUSIP Number: 316828-607
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 Securities
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: 1,493,931
Wilmington Trust Company: 1,493,931
(See Introductory Note)
(b) Percent of Class for
Wilmington Trust Corporation: 30.1%
Wilmington Trust Company: 30.1%
(See Introductory Note)
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CUSIP No. 316828-607 13G Page 6 of 8 Pages
(c) Number of shares as to which Wilmington Trust
Corporation has:
(i) sole power to vote or direct the vote: 51,750
(ii) shared power to vote or direct the vote:
1,442,181
(iii) sole power to dispose or to direct the
disposition of: 51,750
(iv) shared power to dispose or to direct the
disposition of: 0
(See Introductory Note)
Number of shares as to which Wilmington Trust Company
has:
(i) sole power to vote or direct the vote:
51,750
(ii) shared power to vote or direct the vote:
1,442,181
(iii) sole power to dispose or to direct the
disposition of: 51,750
(iv) shared power to dispose or to direct the
disposition of: 0
(See Introductory Note)
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
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CUSIP No. 316828-607 13G Page 7 of 8 Pages
Item 8. Identification and Classification of Members of the Group:
Wilmington Trust Corporation: HC
Wilmington Trust Company: BK
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 29, 1996
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CUSIP No. 316828-607 13G Page 8 of 8 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 29th 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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