ADAMS EXPRESS CO, DEF 14A, 1998-02-23

ADAMS EXPRESS CO
DEF 14A, 1998-02-23

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

THE ADAMS EXPRESS COMPANY
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule, or Registration Statement No.:

3) Filing Party:

4) Date Filed:

<PAGE>
THE ADAMS EXPRESS COMPANY
SEVEN ST. PAUL STREET
BALTIMORE, MARYLAND 21202

------------------------

NOTICE OF ANNUAL MEETING

February 13, 1998

To the Stockholders of

THE ADAMS EXPRESS COMPANY:

Notice is hereby given that the Annual Meeting of Stockholders of THE ADAMS
EXPRESS COMPANY, a Maryland corporation (the "Company"), will be held at The
Luxury Collection Hotel, Houston, 1919 Briar Oaks Lane, Houston, Texas, on
Tuesday, March 31, 1998, at 10:00 a.m., for the following purposes:

(a) to elect directors as identified in the Proxy Statement for the
ensuing year;

(b) to consider and vote upon the ratification of the selection of
Coopers & Lybrand L.L.P. as the firm of independent accountants to audit
the books and accounts of the Company for or during the year ending
December 31, 1998; and

Only stockholders of record, as shown by the transfer books of the Company
at the close of business on February 13, 1998, are entitled to notice of and to
vote at this meeting.

By order of the Board of Directors,

LAWRENCE L. HOOPER, JR.
Secretary and General
Counsel

Baltimore, MD

NOTE: STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO
FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE
WITHOUT DELAY.

<PAGE>
THE ADAMS EXPRESS COMPANY
SEVEN ST. PAUL STREET
BALTIMORE, MARYLAND 21202
------------------------
PROXY STATEMENT
-------------------

The Annual Meeting of Stockholders of The Adams Express Company, a Maryland
corporation (the "Company"), will be held Tuesday, March 31, 1998, for the
purposes set forth in the accompanying Notice of Annual Meeting. This statement
is furnished in connection with the solicitation by the Board of Directors of
proxies to be used at such meeting and at any and all adjournments thereof and
is first being sent to stockholders on or about February 17, 1998. Any
stockholder executing and returning a proxy in the enclosed form has the power
to revoke such proxy at any time prior to the voting thereof by written notice
to the Company, by executing a later dated proxy, or by appearing and voting at
the meeting.

At the Annual Meeting, action is to be taken on (a) the election of a Board
of Directors; (b) the ratification of the selection of independent accountants;
and (c) the transaction of such other business as may properly come before the
meeting.

All shares represented at the meeting by proxies in the accompanying form
will be voted, provided that such proxies are properly signed. In cases where a
choice is indicated, the shares represented will be voted in accordance with the
specifications so made. In cases where no specifications are made, the shares
represented will be voted for the election of directors and for Proposal (b)
referred to above.

The Company will pay all costs of soliciting proxies in the accompanying
form. See "Other Matters" below. Solicitation will be made by mail, and officers
and regular employees of the Company may also solicit proxies by telephone or
personal interview. The Company expects to request brokers and nominees who hold
stock in their names to furnish this proxy material to their customers and to
solicit proxies from them, and will reimburse such brokers and nominees for
their out-of-pocket and reasonable clerical expenses in connection therewith.

SHARES OUTSTANDING AND ENTITLED TO BE VOTED AT MEETING

Only stockholders of record at the close of business February 13, 1998 may
vote at the Annual Meeting. The total number of shares of Common Stock of the
Company outstanding and entitled to be voted on the record date was 49,949,239.
Each share is entitled to one vote. The Company has no other class of security
outstanding. Directors shall be elected by a plurality of the votes cast at the
meeting. Proposal (b) referred to above requires the affirmative vote of a
majority of the votes cast at the meeting. Unless otherwise required by the
Company's Articles of Incorporation or By-laws, or by applicable Maryland law,
any other matter properly presented for a vote at the meeting will require the
affirmative vote of a majority of the votes cast at the meeting. Shares of
Common Stock represented by proxies which are marked "withhold authority" (with
respect to the election of any nominee for election as director), or marked
abstain, or which constitute a broker non-vote will be counted as present at the
meeting for determining a quorum. (Broker non-votes occur when a nominee holding
shares for a beneficial owner has not received voting instructions from the
beneficial owner and such nominee does not possess or choose to exercise
discretionary authority with respect thereto.) With respect to any matter to be
decided by a plurality or majority of the votes cast at the meeting, proxies
marked "withhold authority" (with respect to the election of any nominee for
election as director), or marked abstain, or which constitute a broker non-vote
will not be counted for the purpose

<PAGE>
of determining the number of votes cast at the meeting, and therefore will have
no effect on any such vote. With respect to any matter to be decided by a
majority of all the votes entitled to be cast at the meeting, proxies marked
abstain or which constitute a broker non-vote will have the effect of a negative
vote.

As of December 31, 1997, no person or group of persons was known to own
beneficially more than 5 percent of the outstanding Common Stock of the Company,
except as set forth immediately below. According to a Schedule 13D filed with
the Securities and Exchange Commission, as of June 6, 1997, Erik E. Bergstrom,
directly and indirectly, owned 5.1% of the Company's outstanding Common Stock.
Mr. Bergstrom disclaimed beneficial ownership of certain of these shares. Mr.
Bergstrom's address is P.O. Box 126, Palo Alto, CA 94302.

(a) NOMINEES FOR ELECTION AS DIRECTORS

Unless contrary instructions are given by the stockholder signing a proxy,
it is intended that each proxy in the accompanying form will be voted at the
Annual Meeting for the election of the following nominees to the Board of
Directors for the ensuing year, all of whom have consented to serve if elected:

<TABLE>
<S> <C> <C>
Enrique R. Arzac W. D. MacCallan Landon Peters
Allan Comrie Augustine R. Marusi John J. Roberts
Daniel E. Emerson W. Perry Neff Robert J. M. Wilson
Thomas H. Lenagh Douglas G. Ober
</TABLE>

If for any reason one or more of the nominees above named shall become
unable or unwilling to serve (which is not now expected) when the election
occurs, proxies in the accompanying form will, in the absence of contrary
instructions, be voted for the election of the other nominees above named and
may be voted for substitute nominees in the discretion of the persons named as
proxies in the accompanying form. The directors elected will serve until the
next annual meeting or until their successors are elected, except as otherwise
provided in the By-laws of the Company.

INFORMATION AS TO NOMINEES FOR ELECTION AS DIRECTORS (AS OF DECEMBER 31, 1997)

Set forth below with respect to each nominee for director are his name and
age, any positions held with the Company, other principal occupations during the
past five years, other directorships and business affiliations, the year in
which he first became a director and the number of shares of Common Stock of the
Company beneficially owned by the director. Also set forth below is the number
of shares of Common Stock beneficially owned by all the directors and officers
of the Company as a group.

<S> <C> <C>
Enrique R. Arzac, 56, Professor of Finance and Economics, formerly Vice Dean of Academic 1983 4,588
Affairs of the Graduate School of Business, Columbia University. Director of
Petroleum & Resources Corporation*, BEA Income Fund, Inc., BEA Strategic Income
Fund, Inc., Brazilian Equity Fund, Chile Fund, Emerging Markets Infrastructure
Fund, Emerging Markets Telecommunications Fund, First Israel Fund, Latin America
Equity Fund, Latin America Investment Fund and Portugal Fund (investment
companies).
Allan Comrie, 78, Formerly President and Chief Executive Officer of U.S. & Foreign 1987 5,200
Securities Corp. (investment company). Director of Petroleum & Resources
Corporation. Formerly a director of Japan Fund, Inc. (investment company) and
formerly a Trustee of Atlantic Mutual Companies (insurance).
</TABLE>

- ---------------

* Non-controlled affiliate of the Company.

<PAGE>

<TABLE>
<CAPTION>
SHARES OF
COMMON
HAS STOCK
BEEN A BENEFICIALLY
NAME, AGE, POSITIONS WITH THE COMPANY, OTHER DIRECTOR OWNED
PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS SINCE (a)(b)(c)(d)(e)
- ---------------------------------------------------------------------------------------- -------- ---------------
<S> <C> <C>
Daniel E. Emerson, 73, Retired Executive Vice President of NYNEX Corporation, retired 1982 5,943
Chairman of the Board of both NYNEX Information Resources Co. and NYNEX Mobile
Communications Co. Previously, Executive Vice President and Director of New York
Telephone Company. Presently, Past Chairman, National Board of Directors, YMCA of
the U.S.A. Director of Petroleum & Resources Corporation and Clifford of Vermont
(cable and wire distribution).
Thomas H. Lenagh, 79, Financial Advisor, formerly Chairman of the Board and Chief 1968 1,254
Executive Officer of Greiner Engineering Inc. (formerly Systems Planning Corp.)
(consultants), formerly financial vice president, Aspen Institute (research), and
financial advisor and prior thereto Treasurer of the Ford Foundation (charitable
foundation). Director of Gintel Funds, Clemente Global Growth Fund, and Petroleum &
Resources Corporation (investment companies). Director of USLIFE Corp., ICN
Pharmaceuticals, Inc., Irvine Sensors Corp. (engineering), CML Group, Inc.
(specialty retailing), Franklin Quest Co. (seminar planning), V-Band Corp.
(telecommunications manufacturing) and ASD Group (electronic contract
manufacturing).
W. D. MacCallan, 70, Retired Chairman of the Board and Chief Executive Officer of the 1971 98,280
Company. Director, former Chairman of the Board and Chief Executive Officer of
Petroleum & Resources Corporation. Formerly, consultant to the Company and
Petroleum & Resources Corporation. Previously, Director of the Hanover Funds, Inc.
and the Hanover Investment Funds, Inc. (investment companies). Presently, Trustee,
Vista Family of Mutual Funds (fifty funds).
Augustine R. Marusi, 84, Retired Chairman of the Board of Borden, Inc. (food and 1971 98,542
chemicals). Presently a Director of Petroleum & Resources Corporation.
W. Perry Neff, 70, Private Financial Consultant, Retired Executive Vice President of 1987 3,126
Chemical Bank. Director of Petroleum & Resources Corporation, North American Life
Assurance Company and Manus Life Financial (insurance). Previously, Chairman of the
Board and Director of both the Hanover Funds, Inc. and the Hanover Investment
Funds, Inc. (investment companies) and a Director of Van Deventer & Hoch
(investment company). Presently, Trustee, Vista Family of Mutual Funds (fifty
funds).
**Douglas G. Ober, 51, Chairman of the Board and Chief Executive Officer since April 1, 1989 66,077
1991 of the Company. Chairman of the Board, Chief Executive Officer and Director of
Petroleum & Resources Corporation.
Landon Peters, 67, Private Investor, previously Investment Manager, Y.M.C.A. Retirement 1974 4,477
Fund. Formerly Executive Vice President and Treasurer and prior thereto Senior Vice
President and Treasurer of The Bank of New York. Director of Petroleum & Resources
Corporation.
John J. Roberts, 75, Senior Advisor, formerly Vice-Chairman, External Affairs, American 1976 4,283
International Group, Inc. (insurance). Formerly Chairman and Chief Executive
Officer of American International Underwriters Corporation (insurance). Previously
President of American International Underwriters Corporation-U.S./Overseas
Operations. Director of American International Group, Inc. and Petroleum &
Resources Corporation.
Robert J. M. Wilson, 77, Retired President of the Company. Director and retired 1975 28,997
President of Petroleum & Resources Corporation.
Directors and Executive Officers as a group. 569,363
</TABLE>

- ---------------

** Mr. Ober is an "interested person," as defined by the Investment Company
Act of 1940, because he is an officer of the Company.

(a) To the Company's knowledge, other than shares referred to in footnotes
(b), (c) and (d) below, each director and officer had sole investment and sole
voting power with respect to the shares shown opposite his name, except (i) Mr.
Lenagh, who has only investment power, (ii) 1,275 shares shown for Mr. Peters,

<PAGE>
which were beneficially owned by his wife, and as to which he had shared
investment power but no voting power and disclaims beneficial ownership; (iii)
1,300 shares shown for Mr. Emerson, which are owned jointly with his wife and as
to which he has shared investment and voting power, and (iv) 77,500 shares shown
for Mr. Marusi are held in a charitable remainder trust with Merrill Lynch Trust
Co. as co-trustee, as to which he disclaims beneficial ownership.

(b) Of the amount shown, 14,868 shares beneficially owned by Mr. Ober were
held by the Trustee under the Employee Thrift Plan of the Company. The Trust
Agreement under such Plan provides that Plan participants have sole voting
power, but no investment power, with respect to such shares.

(c) Of the amount shown as beneficially owned by the directors and
executive officers as a group, 104,694 shares were held by the Trustee under the
Employee Thrift Plan.

(d) The amounts shown include shares subject to option under the Company's
Stock Option Plan (see "Stock Option Plan" below) by Mr. Ober (51,164 shares)
and directors and executive officers as a group (208,920 shares). Mr. Ober and
the officers with shares subject to option all disclaim beneficial ownership of
those shares.

(e) Calculated on the basis of 49,949,239 shares outstanding on December
31, 1997, each director owned less than 1.0% of the Common Stock outstanding.
The directors and executive officers as a group owned 1.1% of the Common Stock
outstanding.

The nominees for election as directors of the Company listed below are also
the nominees for election to the Board of Directors of Petroleum & Resources
Corporation ("Petroleum"), the Company's non-controlled affiliate, of which the
Company owned 1,145,570 shares or approximately 8.5% of the outstanding Common
Stock on December 31, 1997. Set forth below next to each nominee's name is the
number of shares of Petroleum beneficially owned by such nominee at December 31,
1997. Of these Petroleum shares, 5,183 were held by the Trustee of the Petroleum
Employee Thrift Plan for Mr. Ober, as to which he had sole voting and no
investment power and 33,376 shares are subject to option by Mr. Ober. Mr. Ober
disclaims beneficial ownership of these latter shares.

<TABLE>
<CAPTION>
NOMINEE PETROLEUM SHARES NOMINEE PETROLEUM SHARES
- ------------------------------ ---------------- ------------------------------ ----------------
<S> <C> <C> <C>
Enrique R. Arzac 1,585 W. Perry Neff 471
Allan Comrie 1,366 Douglas G. Ober 38,591
Daniel E. Emerson 1,366 Landon Peters 831
Thomas H. Lenagh 1,149 John J. Roberts 855
W. D. MacCallan 22,006 Robert J. M. Wilson 6,812
Augustine R. Marusi 13,717
</TABLE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Each director and officer of the Company who is subject to Section 16 of
the Securities Exchange Act of 1934 is required to report to the Securities and
Exchange Commission by a specified date his or her beneficial ownership of or
transactions in the Company's securities. The Company has no reason to believe
that any such directors and officers have not filed all requisite reports with
the Securities and Exchange Commission on a timely basis during 1997, except
that, following his election as an officer of the Company, Mr. Hooper's Form 3
was filed after the 10 day filing period. In addition, Mr. Peters, a director of
the Company, disclosed on his Form 5 filed this February certain shares held by
his spouse. While these shares were inadvertently omitted from prior Section 16
filings, they have been disclosed in prior proxy statements of the Company.

<PAGE>
INFORMATION AS TO OTHER EXECUTIVE OFFICERS

Set forth below are the names, ages and positions with the Company and
Petroleum of all executive officers of the Company other than those who also
serve as directors. Executive officers serve as such until the election of their
successors.

Ms. Maureen A. Jones, 50, was elected Vice President and Treasurer,
effective January 1, 1998, and has served as Treasurer of the Company and
Petroleum since January 1, 1993.

Mr. Richard F. Koloski, 53, has served as Executive Vice President of the
Company since January 1, 1986 and President of Petroleum since April 1, 1986.

Mr. Joseph M. Truta, 53, has served as President of the Company since April
1, 1986 and Executive Vice President of Petroleum since January 1, 1986.

Mr. Lawrence L. Hooper, Jr., 45, has served as Secretary and General
Counsel of the Company and Petroleum since April 1, 1997. Prior thereto, he was
a partner in Tydings & Rosenberg, a Baltimore, Maryland law firm.

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
SECURITY OWNERSHIP OF MANAGEMENT (a) OWNED
NAME (b) (c) (d) (e)
- --------------------------------------------------------------------------- ---------------
<S> <C>
Maureen A. Jones........................................................... 16,940
Richard F. Koloski......................................................... 81,187
Joseph M. Truta............................................................ 145,383
Lawrence L. Hooper, Jr..................................................... 5,086
</TABLE>

- ---------------

(a) As of December 31, 1997. Share ownership of directors and executive officers
as a group is shown in the table beginning on page 2 and footnotes thereto.

(b) To the Company's knowledge, each officer had sole investment and voting
power with respect to the shares shown opposite his or her name above other
than shares referred to in footnote (c) below.

(c) Of the amounts shown, the following shares beneficially owned by the
respective officer were held by the Trustee under the Employee Thrift Plan
of the Company: Ms. Jones (3,419 shares), Mr. Koloski (21,268 shares), Mr.
Truta (64,994 shares), and Mr. Hooper (144 shares). The Trust Agreement
under such plan provides that plan participants have sole voting power but
no investment power with respect to such shares.

(d) The amounts shown include shares subject to option under the Company's Stock
Option Plan (see "Stock Option Plan" below), by Ms. Jones (13,521 shares),
Mr. Koloski (59,919 shares), Mr. Truta (79,381 shares), and Mr. Hooper
(4,935 shares).

(e) Calculated on the basis of 49,949,239 shares of Common Stock outstanding on
December 31, 1997, each of the officers listed above owned less than 1.0% of
the Common Stock outstanding.

BOARD MEETINGS AND COMMITTEES OF THE BOARD

Overall attendance at the twelve meetings of the Board held in 1997 was
approximately 92.4%. Each Director attended at least 75% of the total of all (i)
meetings of the Board and (ii) meetings of Committees of the Board on which he
served in 1997.

<PAGE>
AUDIT COMMITTEE

Messrs. Carter*, Lenagh, MacCallan and Wilson, none of whom is an
"interested person," constitute the membership of the Board's Audit Committee,
which met twice during 1997. The Audit Committee (1) recommends to the Board of
Directors the firm of independent accountants to be engaged to audit the books
of account and other corporate records of the Company, (2) reviews with the
independent accountants the scope of their audit, with particular emphasis on
the areas to which either the Committee or the independent accountants believe
special attention should be directed, (3) reviews the recommendations of the
independent accountants regarding internal controls and other matters, and (4)
makes reports, whenever deemed advisable, to the Board of Directors with respect
to the internal controls and accounting practices of the Company. The Audit
Committee also reviews the audit and non-audit fees of the independent
accountants.

EXECUTIVE COMMITTEE

Messrs. Carter*, Comrie, Emerson, Marusi, Ober**, Neff, and Peters
constitute the membership of the Board's Executive Committee, which met twice
during 1997. The Committee has the authority of the Board of Directors between
meetings of the Board except as limited by law, the Company's By-laws, or Board
resolution. The Executive Committee also performs the duties of a nominating
committee. It recommends to the full Board candidates for directorship. It is
the policy of the Executive Committee not to consider unsolicited nominations
for director.

COMPENSATION COMMITTEE

Messrs. Arzac, Comrie, Emerson, Marusi and Peters constitute the membership
of the Board's Compensation Committee, which met four times during 1997. The
Compensation Committee reviews and recommends changes in the salaries of
directors, executive officers, officers, and employees, and advises upon the
compensation and stock option plans in which the executive officers, officers,
and employees of the Company are eligible to participate.

BOARD OF DIRECTORS COMPENSATION

During 1997, each director who is not an interested person received an
annual retainer fee of $7,000 and a fee of $500 for each Board meeting attended.
Messrs. Arzac, Lenagh, MacCallan, Neff and Wilson are the director members of
the Retirement Benefits Committee of the Company and Petroleum, which
administers the Employees' Retirement Plans, Supplemental Retirement Plans and
the Employee Thrift Plans of the Company and Petroleum. All members of each
Committee, except executive officers and/or interested persons, receive an
additional annual retainer fee of $1,500 for each committee membership and a fee
of $500 for each meeting attended; the Chairman of each committee except for the
Executive Committee receives an additional fee of $500 for each committee
meeting attended. The total amount of fees paid to "disinterested person"
directors in 1997 was $185,350.

REMUNERATION OF DIRECTORS AND OTHERS

The following table sets forth for each of the persons named below the
aggregate current remuneration received from the Company and Petroleum during
the fiscal year ended December 31, 1997, for services in all capacities:

- ---------------
*Mr. Carter resigned as a director as of December 31, 1997.
**Mr. Ober is an "interested person."

<PAGE>

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT ESTIMATED
BENEFITS ACCRUED ANNUAL
AGGREGATE DURING THE LAST BENEFITS UPON
NAME OF PERSON, POSITION REMUNERATION (1) (2) (3) (4) FISCAL YEAR (5) RETIREMENT
- ------------------------------------------------- ---------------------------- ---------------- -------------
<S> <C> <C> <C> <C>
Douglas G. Ober Chairman of the
Board and Chief
Executive Officer $456,000 -- $ 148,456
Joseph M. Truta President 294,500 -- 130,152
Richard F. Koloski Executive Vice
President 298,000 -- 131,802
Enrique R. Arzac Director (C)(D) 35,700 N/A N/A
Leigh Carter Director (A)(B) 33,400 N/A N/A
Allan Comrie Director (A)(C) 33,300 N/A N/A
Daniel E. Emerson Director (A)(C) 36,400 N/A N/A
Thomas H. Lenagh Director (B)(D) 35,300 N/A N/A
W. D. MacCallan Director (B)(D) 32,600 N/A N/A
Augustine R. Marusi Director (A)(C) 35,400 N/A N/A
W. Perry Neff Director (A)(D) 34,300 N/A N/A
Landon Peters Director (A)(C) 35,400 N/A N/A
John J. Roberts Director 21,900 N/A N/A
Robert J. M. Wilson Director (B)(D) 34,000 N/A N/A
</TABLE>

- ---------------

(A) Member of Executive Committee

(B) Member of Audit Committee

(D) Member of Retirement Benefits Committee

(1) Of the amounts shown, direct salaries paid by the Company to Messrs.
Ober, Truta and Koloski were $194,580, $133,860, and $60,140, respectively. Of
the amounts shown, Petroleum paid non-deferred salaries to Mr. Ober ($84,727),
Mr. Truta ($56,534) and Mr. Koloski ($127,966). Of the amounts shown, $2,693 for
Mr. Ober, $3,606 for Mr. Truta, and $5,894 for Mr. Koloski, was deferred
compensation under the Employee Thrift Plan paid by Petroleum for the respective
employee's account. Of the Company's direct salaries, $6,808 for Mr. Ober,
$5,894 for Mr. Truta, and $3,606 for Mr. Koloski, was deferred compensation
under the Company's Employee Thrift Plan. The non-employee Directors do not
participate in either Thrift Plan.

(2) The Company and Petroleum each offer an Employee Thrift Plan (see
"Employee Thrift Plan" below) to their respective employees under which
contributions are made to match the contributions made by eligible employees and
each paid bonuses to certain officers. Of the amounts shown, $119,115, $70,388,
and $30,412 were bonuses and/or plan contributions for Messrs. Ober, Truta, and
Koloski, respectively. Petroleum made contributions and/or paid bonuses of
$54,885 for Mr. Ober, $33,612 for Mr. Truta, and $70,088 for Mr. Koloski,
respectively. The non-employee Directors do not receive bonuses from either
company.

(3) In addition, $62,419 for Mr. Truta and $117,984 for Mr. Koloski was the
net gain realized by them upon the exercise of stock appreciation rights during
1997 granted under the Company's Stock Option Plan (see "Stock Option Plan"
below).

(4) Of the amounts shown for non-employee Directors, exactly one-half was
paid by Petroleum.

(5) The Company and Petroleum each have a noncontributory Employees'
Retirement Plan. No contributions were made by the Company or Petroleum to their
respective plans in 1997.

<PAGE>
STOCK OPTION PLAN

On December 12, 1985, the Company's Board of Directors adopted a Stock
Option Plan (the "Plan"), which was approved by the stockholders at the March
26, 1986 Annual Meeting of Stockholders and amended at the March 29, 1994 Annual
Meeting of Stockholders. The Plan provides for the grant to "key employees" (as
defined in the Plan) of options to purchase an aggregate maximum of 2,050,000
shares of Common Stock of the Company, together with related stock appreciation
rights, of which (i) 850,000 shares may be made subject to options granted
between December 12, 1985 and December 11, 1995, and (ii) 1,200,000 shares may
be made subject to options granted between December 9, 1993 and December 8,
2003. All options granted or to be granted under the Plan currently will be
treated as non-qualified stock options under the Internal Revenue Code. The Plan
is administered by the Compensation Committee of the Board of Directors, which
consists of five members of the Board, none of whom is eligible to receive
grants under the Plan. The grant of options is at the discretion of the
Compensation Committee.

The Plan provides that, among other things, (a) the option price per share
shall not be less than the fair market value of the Common Stock at the date of
grant, except that the option price per share will be reduced after grant of the
option to reflect capital gain distributions to the Company's stockholders,
provided that no such reduction shall be made which will reduce the option price
below 25% of the original option price, (b) an option will not become
exercisable until the optionee shall have remained in the employ of the Company
for at least one year after the date of grant and may be exercised for 10 years
unless an earlier expiration date is stated in the option, and (c) no option or
stock appreciation right shall be granted after December 8, 2003.

The Plan permits the grant of stock appreciation rights in conjunction with
the grant of an option, either at the time of the option grant or thereafter
during its term and in respect of all or part of such option. Stock appreciation
rights permit an optionee to request to receive (a) shares of Common Stock of
the Company with a fair market value, at the time of exercise, equal to the
amount by which the fair market value of all shares subject to the option in
respect of which such stock appreciation right was granted exceeds the exercise
price of such option, (b) in lieu of such shares, the fair market value thereof
in cash, or (c) a combination of shares and cash. Stock appreciation rights are
exercisable beginning no earlier than two years after the date of grant and
extend over the period during which the related option is exercisable. To the
extent a stock appreciation right is exercised in whole or in part, the option
in respect of which such stock appreciation right was granted shall terminate
and cease to be exercisable.

No disposition of shares of Common Stock acquired as the result of the
exercise of an option or stock appreciation right may be made within the later
of two years of the date of grant of the option and one year of the acquisition
of such shares.

EMPLOYEE THRIFT PLAN

Employees of the Company who have completed six months of service may elect
to have 2% to 6% of their base salary deferred as a contribution to a thrift
plan instead of being paid to them currently (see table set forth on page 7
regarding 1997 contributions for the officers and directors identified therein).
The Company (subject to certain limitations) contributes for each employee out
of net investment income an amount equal to 200% of each employee's contribution
or to the maximum permitted by law. Employees may also contribute an additional
10% of base salary to the thrift plan, but these post-tax contributions are not
matched by the Company. All employee contributions are credited to the
employee's individual account. Employees may elect that their salary deferral
and other contributions be invested in a fixed income fund, intermediate bond
fund, Common Stock of the Company or of Petroleum, or a combination of the four.
The Company's contributions are invested entirely in its Common Stock. An
employee's interest in amounts

<PAGE>
derived from the Company's contributions becomes non-forfeitable upon completion
of 36 months of service or upon death or retirement. Payments of amounts not
withdrawn or forfeited under the thrift plan may be made upon retirement or
other termination of employment in a single distribution, in ten equal
installments, or in an annuity.

EMPLOYEES' RETIREMENT PLAN

The respective employees of the Company and Petroleum with one or more
years of service participate in similar retirement plans pursuant to which
contributions are made solely by the respective employers on behalf of, and
benefits are provided for, employees meeting certain age and service
requirements. The plans provide for the payment of benefits in the event of an
employee's retirement at age 62 or older. Upon such retirement, the amount of
the retirement benefit is 2% of an employee's final thirty-six months average
annual salary, including bonuses, multiplied by years of service. Retirement
benefits cannot exceed 55% of the final thirty-six months average annual salary
including bonuses. The criteria for calculation of retirement benefits under
Petroleum's plan are the same. Benefits are payable in several alternative
methods, each of which must be the actuarial equivalent of a pension payable for
the life of the employee only. Retirement benefits (subject to any applicable
reduction) are also payable in the event of an employee's early or deferred
retirement, disability or death. Contributions are made to a trust to fund these
benefits.

On March 10, 1988, the Board of Directors of each of the Company and
Petroleum unanimously approved a supplemental retirement benefits plan
(together, the "Supplemental Plans") for employees of the Company or Petroleum,
as the case may be. The purpose of each of the Supplemental Plans is to provide
deferred compensation in excess of benefit limitations imposed by the Internal
Revenue Code on tax-qualified defined benefit plans, including the retirement
plans of the Company and Petroleum described above. In accordance with such
limitations, the annual benefit payable under each retirement plan may not
exceed the lesser of $130,000 for 1998 and the employee's average total
compensation paid during the three highest-paid consecutive calendar years of
employment. The $130,000 limit will be adjusted annually by the Secretary of the
Treasury to reflect cost-of-living increases. In addition, the Internal Revenue
Code limits the amount of benefits payable to beneficiaries of the tax-qualified
retirement plan of each of the Company and Petroleum who are also participants
in the respective employee thrift plan of the Company or Petroleum, as the case
may be, if the combination of projected annual retirement benefits under such
retirement plan and annual contributions under such employee thrift plan exceeds
certain limits.

The Supplemental Plans authorize the Company or Petroleum, as the case may
be, to pay annual retirement benefits in an amount equal to the difference
between the maximum benefits payable under such retirement plan and the benefits
that would otherwise be payable but for the Internal Revenue Code's limitations
on annual retirement benefits. All amounts payable under the Supplemental Plans
will be paid from the general funds of the responsible company as benefits
become due. Neither the Company nor Petroleum presently has established a trust
or other funding vehicle for its Supplemental Plan. Payment of benefits under
the Supplemental Plans will be made concurrently with and in the same form as
payment of benefits under the related retirement plan. During 1997, the Company
and Petroleum made payments of $18,844 and $15,467 under their respective
Supplemental Plans.

BROKERAGE COMMISSIONS

During the past fiscal year, the Company paid brokerage commissions on the
purchase and sale of portfolio securities in the amount of $691,214,
substantially all of which were paid to brokers providing research and other
investment services to the Company. The average per share commission rate paid
by the Company was $0.0628. No commissions were paid to an affiliated broker.

<PAGE>
PORTFOLIO TURNOVER

Portfolio turnover rate (purchases or sales, whichever is lower, as a
percentage of weighted average portfolio value) for the past three years has
been as follows:

1997 1996 1995
----- ----- -----
17.36% 19.60% 23.98%

EXPENSE RATIO

The ratio of expenses to the average net assets of the Company for the past
three years has been as follows:

1997 1996 1995
---- ---- ----
0.39% 0.34% 0.46%

(b) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Investment Company Act of 1940 (the "Act") requires, in effect, that
the Company's independent accountants be selected by a majority of the members
of the Board of Directors who are not "interested persons" (as defined by the
Act) of the Company; that such selection be submitted for ratification or
rejection at the annual meeting of stockholders; and that the employment of such
independent accountants be conditioned on the right of the Company, by vote of
the holders of a majority of its outstanding voting securities, to terminate
such employment at any time without penalty. In accordance with such provisions,
Coopers & Lybrand L.L.P., 217 E. Redwood Street, Baltimore, Maryland,
independent accountants, which firm was the Company's principal auditor during
the year 1997, has been selected as independent accountants of the Company to
audit the books and accounts of the Company for or during the year ending
December 31, 1998, by a majority of those members of the Board of Directors who
were not "interested persons" of the Company voting in person, and their
selection is submitted to the stockholders for ratification by the affirmative
vote of a majority of all the votes cast at the meeting. Representatives of
Coopers & Lybrand L.L.P. are expected to be present at the meeting to make a
statement if they desire to do so and to respond to appropriate questions.
Coopers & Lybrand L.L.P. does not have any direct financial or any material
indirect financial interest in the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE SELECTION
OF COOPERS & LYBRAND L.L.P.

As of the date of this proxy statement, management knows of no other
business that will come before the meeting. Should other business be properly
brought up, it is intended that proxies in the accompanying form will be voted
thereon in accordance with the judgment of the person or persons voting such
proxies.

The Annual Report of the Company for the year ended December 31, 1997,
including financial statements, has been mailed to all stockholders entitled to
notice of and to vote at the annual meeting to be held on March 31, 1998. If you
did not receive a copy, you may request one by telephoning Lawrence L. Hooper,
Jr., Secretary and General Counsel, at (800) 638-2479.

The Company has retained Corporate Investor Communications, Inc. ("CIC") to
assist in the solicitation of proxies. The Company will pay CIC a fee for its
services not to exceed $5,500 and will reimburse CIC for its expenses, which the
Company estimates will not exceed $2,500.

<PAGE>
(d) STOCKHOLDER PROPOSALS

Stockholder proposals for inclusion in the proxy statement and form of
proxy relating to the 1999 Annual Meeting must be received at the office of the
Company, Seven St. Paul Street, Baltimore, MD 21202, no later than October 16,
1998.

<PAGE>

THE ADAMS EXPRESS COMPANY--PROXY FOR 1998 ANNUAL MEETING

Solicited by the Board of Directors

The undersigned hereby appoints THOMAS H. LENAGH, W. D. MacCALLAN and
AUGUSTINE R. MARUSI, or any of them, with power of substitution, proxies of the
undersigned to vote at the Annual Meeting (including adjournments) of
Stockholders of The Adams Express Company on March 31, 1998, at 10:00 a.m., at
The Luxury Collection Hotel Houston, 1919 Briar Oaks Lane, Houston, Texas 77027.

If a choice is not specified, this proxy is to be voted FOR the election of
directors and FOR proposal (b).

To vote in accordance with the Board of Directors' recommendations, just
sign the reverse side, no boxes need to be checked.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
dated February 13, 1998 and the Proxy Statement furnished therewith.

(Continued and to be signed and dated on other side)

THE ADAMS EXPRESS COMPANY
P.O. BOX 11147
NEW YORK, N.Y. 10203-0147

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<S> <C>
(a) ELECTION OF DIRECTORS FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below for all nominees listed below

Nominees: E. R. Arzac, A Comrie, D. E. Emerson, T. H. Lenagh, W. D. MacCallan, A R. Marusi, W. P. Neff, D. G. Ober, L. Peters,
J. J. Roberts, R. J. M. Wilson
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name
in the space provided below.)
*Exceptions__________________________________________________________________________________________________________________

(b) THE SELECTION OF COOPERS & LYBRAND L.L.P. as independent public accountants. FOR AGAINST ABSTAIN

(c) In their discretion, the Proxies are authorized to vote upon all other business that may properly come before
the Meeting with all the powers the undersigned would possess if personally present.

THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR: PROPOSALS (a) AND (b).

Change of Address or
Comments Mark Here

NOTE: The signature(s) should correspond
with the name of the stockholder(s) as it
appears hereon.

Dated: ____________________________, 1998

| Signature _______________________________
|
________| Joint Tenant ____________________________

Votes must be indicated
Sign, Date and Return the Proxy Card Promptly Using (x) in Black or Blue ink. X
the Enclosed Envelope.

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