WILMINGTON TRUST CORP
SC 13G/A, 1996-02-13
STATE COMMERCIAL BANKS
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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. 5)*


                             Wilmington Trust Corporation
                                   (Name of Issuer)

                                     Common Stock
                            (Title of Class of Securities)

                                     971807-102
                                   (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 10 Pages
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     CUSIP No. 971807-102                13G                  Page 2 of 10 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                 1,687,662

     6        SHARED VOTING POWER               2,287,010

     7        SOLE DISPOSITIVE POWER            1,010,317

     8        SHARED DISPOSITIVE POWER          1,622,326

     9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              4,027,519

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

     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.4%

     12       TYPE OF REPORTING PERSON*

              HC  

     *SEE INSTRUCTION BEFORE FILLING OUT!
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     CUSIP No. 971807-102                13G                  Page 3 of 10 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                 1,647,062

     6        SHARED VOTING POWER               2,286,410

     7        SOLE DISPOSITIVE POWER            1,009,317

     8        SHARED DISPOSITIVE POWER          1,593,926

     9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              3,986,319

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

     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.3%

     12       TYPE OF REPORTING PERSON*

              BK 

     *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>




     CUSIP No. 971807-102                13G                  Page 4 of 10 Pages


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

              Wilmington Trust FSB

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

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

     3        SEC USE ONLY


     4        CITIZENSHIP OR PLACE OF INCORPORATION

              Federal Savings Bank

              NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
              WITH:

     5        SOLE VOTING POWER                 43,600

     6        SHARED VOTING POWER               12,568

     7        SOLE DISPOSITIVE POWER            7,200

     8        SHARED DISPOSITIVE POWER          37,168

     9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              56,168

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

     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%

     12       TYPE OF REPORTING PERSON*

              BK 


     *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>




     CUSIP No. 971807-102                13G                  Page 5 of 10 Pages


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

              Wilmington Trust of Pennsylvania

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

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

     3        SEC USE ONLY


     4        CITIZENSHIP OR PLACE OF INCORPORATION

              Pennsylvania banking corporation

              NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
              WITH:

     5        SOLE VOTING POWER                   0

     6        SHARED VOTING POWER               200

     7        SOLE DISPOSITIVE POWER              0

     8        SHARED DISPOSITIVE POWER          200

     9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200

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

     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%

     12       TYPE OF REPORTING PERSON*

              BK 


     *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>




     CUSIP No. 971807-102                13G                  Page 6 of 10 Pages


     Item 1 (a).  Name of Issuer:

              Wilmington Trust Corporation

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

              1100 North Market Street
              Wilmington, DE  19890

     Item 2 (a).  Name of Persons Filing:

              Wilmington Trust Corporation, Wilmington Trust Company,
              Wilmington Trust FSB and Wilmington Trust of Pennsylvania

     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;
              Wilmington Trust FSB is a Federal Savings Bank; and Wilmington
              Trust of Pennsylvania is a Pennsylvania banking corporation.

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

              Common Stock

     Item 2 (e).  CUSIP Number:  971807-102

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

              Wilmington Trust Corporation, Wilmington Trust Company,
              Wilmington Trust FSB and Wilmington Trust of Pennsylvania 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, Wilmington Trust FSB and Wilmington Trust of
              Pennsylvania are each Banks as defined in Section 3(a)(6) of the
              Securites Exchange Act of 1934, as amended, and are each direct,
              wholly-owned subsidiaries of Wilmington Trust Corporation.

     Item 4.  Ownership.

              (a)     Amount Beneficially Owned by
                      Wilmington Trust Corporation:     4,027,519
                      Wilmington Trust Company:         3,986,319
                      Wilmington Trust FSB:                56,168
                      Wilmington Trust of Pennsylvania:       200

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     CUSIP No. 971807-102                13G                  Page 7 of 10 Pages


              (b)  Percent of Class for 
                      Wilmington Trust Corporation:     11.4%
                      Wilmington Trust Company:         11.3%
                      Wilmington Trust FSB:             0.2%
                      Wilmington Trust of Pennsylvania: 0.0%

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

                      (i)      sole power to vote or direct the vote:
                               1,687,662

                      (ii)     shared power to vote or direct the vote: 
                               2,287,010

                      (iii)    sole power to dispose or to direct the
                               disposition of:  1,010,317

                      (iv)     shared power to dispose or to direct the
                               disposition of:  1,622,326

                      Number of shares as to which Wilmington Trust Company
                      has:  

                      (i)      sole power to vote or direct the vote:  1,647,062

                      (ii)     shared power to vote or direct the vote: 
                               2,286,410

                      (iii)    sole power to dispose or to direct the
                               disposition of:  1,009,317

                      (iv)     shared power to dispose or to direct the
                               disposition of:  1,593,926

                      Number of shares as to which Wilmington Trust FSB has:  

                      (i)      sole power to vote or direct the vote:  43,600

                      (ii)     shared power to vote or direct the vote:  12,568

                      (iii)    sole power to dispose or to direct the
                               disposition of:  7,200

                      (iv)     shared power to dispose or to direct the
                               disposition of:  37,168

                      Number of shares as to which Wilmington Trust of
                      Pennsylvania has:  

                      (i)      sole power to vote or direct the vote:  0
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     CUSIP No. 971807-102                13G                  Page 8 of 10 Pages


                      (ii)     shared power to vote or direct the vote:  200

                      (iii)    sole power to dispose or to direct the
                               disposition of:  0

                      (iv)     shared power to dispose or to direct the
                               disposition of:  200

     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
              Wilmington Trust FSB:  BK
              Wilmington Trust of Pennsylvania:  BK

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

              Wilmington Trust Corporation:  HC
              Wilmington Trust Company:  BK
              Wilmington Trust FSB:  BK
              Wilmington Trust of Pennsylvania:  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.

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     CUSIP No. 971807-102                13G                  Page 9 of 10 Pages


     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

     WILMINGTON TRUST FSB

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

     WILMINGTON TRUST OF PENNSYLVANIA

     By:  /s/         Michael A. DiGregorio
                      Vice President



     Dated:  February 12, 1996

<PAGE>




     CUSIP No. 971807-102                13G                 Page 10 of 10 Pages


                                JOINT FILING AGREEMENT


     Wilmington  Trust Corporation, Wilmington  Trust Company,  Wilmington Trust
     FSB  and Wilmington  Trust  of Pennsylvania  (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 any
     other Filing Person.   Each of  the Filing Persons  shall notify the  other
     Filing Persons  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

     WILMINGTON TRUST FSB

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

     WILMINGTON TRUST OF PENNSYLVANIA

     By:  /s/         Michael A. DiGregorio
                      Vice President
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