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. 1)*
WellPoint Health Networks Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
94973H-108
(CUSIP Number)
*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
<PAGE>
CUSIP N0. 94973H-108 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 800
6 SHARED VOTING POWER 5,232,254
7 SOLE DISPOSITIVE POWER 800
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,233,054
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 94973H-108 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 800
6 SHARED VOTING POWER 5,232,254
7 SOLE DISPOSITIVE POWER 800
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,233,054
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 94973H-108 13G Page 4 of 7 Pages
Item 1 (a). Name of Issuer:
WellPoint Health Networks Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
21555 Oxnard Street
Woodland Hills, CA 91367
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: 94973H-108
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: 5,233,054
Wilmington Trust Company: 5,233,054
(b) Percent of Class for
Wilmington Trust Corporation: 7.9%
Wilmington Trust Company: 7.9%
<PAGE>
CUSIP No. 94973H-108 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: 800
(ii) shared power to vote or direct the vote: 5,232,254
(iii) sole power to dispose or to direct the disposition of: 800
(iv) shared power to dispose or to direct the disposition of: 0
Number of shares as to which Wilmington Trust Company has:
(i) sole power to vote or direct the vote: 800
(ii) shared power to vote or direct the vote: 5,232,254
(iii) sole power to dispose or to direct the disposition of: 800
(iv) shared power to dispose or to direct the disposition of: 0
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
<PAGE>
CUSIP No. 94973H-108 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
WILMINGTON TRUST COMPANY
By: /s/ Allan C. Lynch, Jr.
Vice President
Dated: February 3, 1997
<PAGE>
CUSIP No. 94973H-108 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 3rd day of February, 1997.
WILMINGTON TRUST CORPORATION
By: /s/ Thomas P. Collins
Vice President
WILMINGTON TRUST COMPANY
By: /s/ Allan C. Lynch, Jr.
Vice President
