UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
The Adams Express Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
006212104
(CUSIP Number)
Erik E. Bergstrom
P.O. Box 126, Palo Alto, CA 94302
(415) 323-0596
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 (the "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).
Page 1 of 19
Exhibit Index Located on Page 18<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 2 of 19
1 Name of Reporting Person Erik E. Bergstrom
SS or IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Inapplicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization USA
7 Sole Voting Power 0
NUMBER OF 8 Shared Voting Power 2,435,624*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 0
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,435,624*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,435,624*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [x]*
13 Percent of Class Represented by Amount in Row 11 5.1%*
14 Type of Reporting Person IN
* See response to Item 5.<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 3 of 19
1 Name of Reporting Person Erik E. Bergstrom Living Trust
U/A Dated 12/6/74
SS or IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds PF, OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power 0
NUMBER OF 8 Shared Voting Power 875,100
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 0
REPORTING
PERSON WITH
10 Shared Dispositive Power 875,100
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 875,100
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 1.8%
14 Type of Reporting Person OO<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 4 of 19
1 Name of Reporting Person Edith H. Bergstrom
SS or IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Inapplicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization USA
7 Sole Voting Power 0
NUMBER OF 8 Shared Voting Power 4,800
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 0
REPORTING
PERSON WITH
10 Shared Dispositive Power 4,800
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 4,800
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.0%
14 Type of Reporting Person IN <PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 5 of 19
1 Name of Reporting Person Edith H. Bergstrom Living Trust
U/A Dated 12/6/74
SS or IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power 0
NUMBER OF 8 Shared Voting Power 4,800
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 0
REPORTING
PERSON WITH
10 Shared Dispositive Power 4,800
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 4,800
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.0%
14 Type of Reporting Person OO <PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 6 of 19
1 Name of Reporting Person Bergstrom Advisers, Inc.
SS or IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power 0
NUMBER OF 8 Shared Voting Power 1,355
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 0
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,355
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,355
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.0%
14 Type of Reporting Person CO, IA <PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 7 of 19
1 Name of Reporting Person Federal United Corporation
SS or IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds PF, OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power 0
NUMBER OF 8 Shared Voting Power 31,240
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 0
REPORTING
PERSON WITH
10 Shared Dispositive Power 31,240
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 31,240
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.1%
14 Type of Reporting Person CO <PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 8 of 19
1 Name of Reporting Person Erik E. and Edith H.
Bergstrom Foundation, Inc.
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds AF, PF, OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power 0
NUMBER OF 8 Shared Voting Power 1,500,000
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 0
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,500,000
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,500,000
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 3.1%
14 Type of Reporting Person CO<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 9 of 19
1 Name of Reporting Person Sharon's Trust
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds AF, PF, OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power 0
NUMBER OF 8 Shared Voting Power 27,929
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 0
REPORTING
PERSON WITH
10 Shared Dispositive Power 27,929
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 27,929
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.1%
14 Type of Reporting Person OO<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 10 of 19
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, $1 par
value ("Common Stock"), of The Adams Express Company, a Maryland
corporation (the "Company"), whose principal executive offices
are located at Seven St. Paul Street, Suite 1140, Baltimore,
Maryland 21202.
Item 2. Identity and Background
Erik E. Bergstrom is an individual who is a United States
citizen. The Erik E. Bergstrom Living Trust (the "Erik Bergstrom
Trust") is a trust created under the laws of the State of
California. Mr. Bergstrom is the sole trustee of this Trust, and
Mr. Bergstrom and the Foundation (as defined below) are the
beneficiaries of this Trust.
Edith H. Bergstrom is an individual who is a United
States citizen and a self-employed artist. Mr. and
Mrs. Bergstrom are husband and wife. The Edith H. Bergstrom
Living Trust (the "Edith Bergstrom Trust") is a trust created
under the laws of the State of California. Mrs. Bergstrom is the
sole trustee of this Trust, and Mrs. Bergstrom and the Foundation
(as defined below) are the beneficiaries of this Trust.
Bergstrom Advisers, Inc., a Delaware corporation
("Advisers"), is the investment adviser to Bergstrom Capital
Corporation, a Delaware corporation and a registered investment
company. Mr. Bergstrom is the sole director, officer and
stockholder of Advisers. Mr. Bergstrom is the Chairman of the
Board of Directors (but not an officer) of Bergstrom Capital
Corporation.
Federal United Corporation ("Federal United") is a
Delaware corporation and a personal holding company.
Mr. Bergstrom is the sole director and officer, and owns 95% of
the common stock, of Federal United.
Erik E. and Edith H. Bergstrom Foundation, Inc. (the
"Foundation") is a California nonprofit corporation. The
Foundation is a tax-exempt entity subject to certain restrictions
relating to its tax-exempt status. Mr. Bergstrom is the
President and sole director, and Mrs. Bergstrom is the Vice
President, of the Foundation. Information with respect to the
other executive officer of the Foundation is set forth on
Schedule 1 to this report.
Sharon's Trust is a trust created under the laws of the
State of California. Mr. Bergstrom and Mrs. Bergstrom are two of
three trustees of this Trust. The other trustee is Sharon A.
McEwan, who is Mrs. Bergstrom's sister. Ms. McEwan and her
descendants are the beneficiaries of this Trust. Information
with respect to the other trustee of this Trust is set forth on
Schedule 1 to this report.<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 11 of 19
The business address of Mr. Bergstrom, the Erik Bergstrom
Trust, Mrs. Bergstrom, the Edith Bergstrom Trust, Advisers and
Federal United is P.O. Box 126, Palo Alto, California 94302. The
business address of Bergstrom Capital Corporation is 505 Madison
Street, Suite 220, Seattle, Washington 98104. The business address
of the Foundation is P.O. Box 520, Palo Alto, California 94302. The
business address of Sharon's Trust is 13781 Strubel's Lane, Grass
Valley, California 95949.
To the knowledge of the reporting persons, none of
Mr. Bergstrom, the Erik Bergstrom Trust, Mrs. Bergstrom, the
Edith Bergstrom Trust, Advisers, Federal United, the Foundation,
Sharon's Trust and the executive officer and trustee specified on
Schedule 1 to this report has, during the last five years,
(a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to any
civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Erik Bergstrom Trust has acquired shares of Common
Stock using its funds available for investment and margin
accounts it maintains with Anderson & Strudwick, Inc., E* TRADE
Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith, Inc.,
Pacific Brokerage Services, Inc., Prudential Securities, Inc. and
Waterhouse Securities, Inc. The Foundation has acquired shares
with its funds available for investment, through margin accounts
it maintains with Anderson & Strudwick, Inc. and Prudential
Securities, Inc., as gifts from Mr. Bergstrom and through
bequests by Mr. Bergstrom's mother and Mrs. Bergstrom's mother.
Federal United has acquired shares with its funds available for
investment. Sharon's Trust has acquired shares with its funds
available for investment and through a bequest from Ms. McEwan's
mother. Each of the Erik Bergstrom Trust, the Edith Bergstrom
Trust, Advisers, Federal United, the Foundation and Sharon's
Trust has acquired shares as the result of an in-kind
distribution by Bergstrom Capital Corporation in September 1996
and through dividend reinvestments.
Item 4. Purpose of Transaction
Mr. Bergstrom has purchased and may continue to purchase
shares of Common Stock on behalf of himself and the other
reporting persons for investment purposes. Mr. Bergstrom and the
other reporting persons may also sell shares of Common Stock from
time to time. Mr. Bergstrom's purchases and sales of Common
Stock on behalf of himself and the other reporting persons will
be affected by, among other things, the prospects of the Company,<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 12 of 19
general market conditions, tax considerations and investment
objectives.
Other than as set forth above, none of the reporting
persons has any present plans or proposals which relate to or
would result in:
(a) The acquisition or disposition of additional
securities of the Company by any person;
(b) An extraordinary corporate transaction involving the
Company or its subsidiaries, such as a merger, reorganization or
liquidation;
(c) A sale or transfer of a material amount of assets of
the Company;
(d) Any change in the present Board of Directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the Board of Directors;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business
or corporate structure, including but not limited to, any plans
or proposals to make any changes in its investment policy for
which a vote is required by Section 13 of the Investment Company
Act of 1940, as amended;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition or control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) Any action similar to any of those listed above.
Item 5. Interest in Securities of the Issuer
(a)(b) The following table specifies as of June 6, 1997
the number of shares of Common Stock as to which each person
named in Item 2 has sole or shared power to vote or direct the
vote or to dispose or direct the disposition, as well as the<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 13 of 19
percentages such shares constitute of the Common Stock reported
to be outstanding as of March 31, 1997:
<TABLE>
<CAPTION>
Sole Voting Shared Percentage
and Voting and Aggregate of
Dispositive Dispositive Number of Outstanding
Name Power Power Shares Shares
<S> <C> <C> <C> <C>
Erik E. 0 2,435,624<F1> 2,435,624<F1> 5.1%<F1>
Bergstrom
Erik E. 0 875,100 875,100 1.8%
Bergstrom
Living
Trust
Edith H. 0 4,800<F2> 4,800<F2> 0.0%<F2>
Bergstrom
Edith H. 0 4,800 4,800 0.0%
Bergstrom
Living
Trust
Bergstrom 0 1,355 1,355 0.0%
Advisers,
Inc.
Federal 0 31,240 31,240 0.1%
United
Corporation
Erik E. and 0 1,500,000 1,500,000 3.1%
Edith H.
Bergstrom
Foundation,
Inc.
Sharon's 0 27,929 27,929 0.1%
Trust
____________________
<FN>
<F1>Consists of shares of Common Stock owned by the Erik Bergstrom
Trust, Advisers, Federal United, the Foundation and Sharon's Trust.
Does not include the shares owned by Mrs. Bergstrom and the Edith
Bergstrom Trust. Pursuant to Rule 13d-4, Mr. Bergstrom hereby
disclaims beneficial ownership of all shares owned by Mrs. Bergstrom,
the Edith Bergstrom Trust, the Foundation and Sharon's Trust.
<F2>Consists of 4,800 shares of Common Stock owned by the Edith
Bergstrom Trust.
</TABLE>
The reporting persons may be deemed to be members of a
"group" within the meaning of Section 13(d)(3) of the Act and the<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 14 of 19
rules and regulations thereunder. Membership in such a group is
hereby disclaimed.
(c) During the past 60 days, the persons named in Item
5(a) purchased shares of Common Stock on the open market as
follows:
<TABLE>
<CAPTION>
Name Trade Date Shares Price Per
Share
<S> <C> <C> <C>
Erik E. Bergstrom
Living Trust 06/05/97 12,400 $22
06/03/97 30,000 22-1/8
05/30/97 2,600 21-3/4
05/27/97 5,000 21-3/4
05/19/97 5,000 21-5/8
05/14/97 5,000 21-5/8
05/06/97 5,000 21-1/2
05/05/97 5,000 21-1/4
04/25/97 10,000 20-1/8
04/17/97 5,000 20-1/8
Federal United Corporation 05/05/97 5,000 21-1/4
04/14/97 13,085 19-7/8
Erik E. and Edith H.
Bergstrom Foundation, Inc. 04/11/97 19,900 19-7/8
04/04/97 100 19-7/8
04/03/97 19,000 20
</TABLE>
(d) Except as described in Item 2, to the knowledge of
the reporting persons, no other person has the right to receive,
or the power to direct the receipt, of dividends from, or
proceeds from the sale of, the shares listed above.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Except as described in Item 2, to the knowledge of the
reporting persons, none of the persons named in Item 2 is a party
to any contract, arrangement, understanding or relationship with
respect to any securities of the Company, including but not
limited to the transfer or voting of any of the securities of the
Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 15 of 19
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 16 of 19
Signatures
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
Dated: June 12, 1997
ERIK E. BERGSTROM LIVING TRUST
U/A DATED 12/6/74
/s/ Erik E. Bergstrom By: /s/ Erik E. Bergstrom
_______________________________ ___________________________
ERIK E. BERGSTROM Name: Erik E. Bergstrom
Title: Trustee
EDITH H. BERGSTROM LIVING TRUST
U/A DATED 12/6/74
/s/ Edith H. Bergstrom By: /s/ Edith H. Bergstrom
_______________________________ ___________________________
EDITH H. BERGSTROM Name: Edith H. Bergstrom
Title: Trustee
BERGSTROM ADVISERS, INC. FEDERAL UNITED CORPORATION
By: /s/ Erik E. Bergstrom By: /s/ Erik E. Bergstrom
___________________________ ___________________________
Name: Erik E. Bergstrom Name: Erik E. Bergstrom
Title: President Title: President
ERIK E. AND EDITH H. SHARON'S TRUST
BERGSTROM FOUNDATION, INC.
By: /s/ Erik E. Bergstrom By: /s/ Erik E. Bergstrom
___________________________ ___________________________
Name: Erik E. Bergstrom Name: Erik E. Bergstrom
Title: President Title: Trustee<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 17 of 19
SCHEDULE 1
Set forth below is information required by Item 2 of
Schedule 13D for each executive officer, other than Mr. Bergstrom
and Mrs. Bergstrom, of the Erik E. and Edith H. Bergstrom
Foundation, Inc. and each trustee, other than Mr. Bergstrom and
Mrs. Bergstrom, of Sharon's Trust.
Principal Occupation, Name
of Employer and Residence
Name and Position or Business Address Citizenship
Julia Rita Bolous Secretary Bolivia
Treasurer and Bergstrom Advisers, Inc.
Secretary of the P.O. Box 126
Foundation Palo Alto, CA 94302
Sharon McEwan Homemaker U.S.A.
Trustee of Sharon's 13781 Strubel's Lane
Trust Grass Valley, CA 95949<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 18 of 19
INDEX TO EXHIBITS
Sequentially
Numbered
Item Description Page
Exhibit 1 Joint Filing Agreement 19<PAGE>
CUSIP No. 006212104 SCHEDULE 13D Page 19 of 19
JOINT FILING AGREEMENT EXHIBIT 1
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons below agree to the
joint filing on behalf of each of them of a Schedule 13D (and any
further amendment filed by them) with respect to the shares of
Common Stock of The Adams Express Company.
Dated: June 12, 1997
ERIK E. BERGSTROM LIVING TRUST
U/A DATED 12/6/74
/s/ Erik E. Bergstrom By: /s/ Erik E. Bergstrom
_______________________________ ___________________________
ERIK E. BERGSTROM Name: Erik E. Bergstrom
Title: Trustee
EDITH H. BERGSTROM LIVING TRUST
U/A DATED 12/6/74
/s/ Edith H. Bergstrom By: /s/ Edith H. Bergstrom
_______________________________ ___________________________
EDITH H. BERGSTROM Name: Edith H. Bergstrom
Title: Trustee
BERGSTROM ADVISERS, INC. FEDERAL UNITED CORPORATION
By: /s/ Erik E. Bergstrom By: /s/ Erik E. Bergstrom
___________________________ ___________________________
Name: Erik E. Bergstrom Name: Erik E. Bergstrom
Title: President Title: President
ERIK E. AND EDITH H. SHARON'S TRUST
BERGSTROM FOUNDATION, INC.
By: /s/ Erik E. Bergstrom By: /s/ Erik E. Bergstrom
___________________________ ___________________________
Name: Erik E. Bergstrom Name: Erik E. Bergstrom
Title: President Title: Trustee<PAGE>
