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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
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)
January 26, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
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CUSIP No. 006212104 SCHEDULE 13G Page 2 of 15
1 Name of Reporting Person Erik E. Bergstrom
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 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power 2,943,406
7 Sole Dispositive Power 0
8 Shared Dispositive Power 2,943,406
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,943,406
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [x]*
11 Percent of Class Represented by Amount in Row 9 5.7%
12 Type of Reporting Person IN
*See response to Item 4.
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CUSIP No. 006212104 SCHEDULE 13G Page 3 of 15
1 Name of Reporting Person
Erik E. Bergstrom Living Trust U/A Dated 12/6/74
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 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power 795,500
7 Sole Dispositive Power 0
8 Shared Dispositive Power 795,500
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 795,500
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 1.5%
12 Type of Reporting Person OO
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CUSIP No. 006212104 SCHEDULE 13G Page 4 of 15
1 Name of Reporting Person Edith H. Bergstrom
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 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power 4,800
7 Sole Dispositive Power 0
8 Shared Dispositive Power 4,800
9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,800
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 IN
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CUSIP No. 006212104 SCHEDULE 13G Page 5 of 15
1 Name of Reporting Person
Edith H. Bergstrom Living Trust U/A Dated 12/6/74
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 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power 4,800
7 Sole Dispositive Power 0
8 Shared Dispositive Power 4,800
9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,800
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 OO
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CUSIP No. 006212104 SCHEDULE 13G Page 6 of 15
1 Name of Reporting Person Federal United Corporation
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 Citizenship or Place of Organization Delaware
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power 121,240
7 Sole Dispositive Power 0
8 Shared Dispositive Power 121,240
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 121,240
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 CO
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CUSIP No. 006212104 SCHEDULE 13G Page 7 of 15
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 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power 1,995,000
7 Sole Dispositive Power 0
8 Shared Dispositive Power 1,995,000
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,995,000
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 3.9%
12 Type of Reporting Person CO
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CUSIP No. 006212104 SCHEDULE 13G Page 8 of 15
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 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power 31,666
7 Sole Dispositive Power 0
8 Shared Dispositive Power 31,666
9 Aggregate Amount Beneficially Owned by Each Reporting Person 31,666
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 0.1%
12 Type of Reporting Person OO
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CUSIP No. 006212104 SCHEDULE 13G Page 9 of 15
Item 1(a). Name of Issuer:
The Adams Express Company
Item 1(b). Address of Issuer's Principal Executive Offices:
Seven St. Paul Street, Suite 1140, Baltimore,
Maryland 21202
Item 2(a). Names of Persons Filing:
Erik E. Bergstrom
Erik E. Bergstrom Living Trust U/A Dated 12/6/74
Edith H. Bergstrom
Edith H. Bergstrom Living Trust U/A Dated 12/6/74
Federal United Corporation
Erik E. And Edith H. Bergstrom Foundation, Inc.
Sharon's Trust
Item 2(b). Address of Principal Business Office or, if none,
Residence:
The business address of Erik E. Bergstrom, Erik
E. Bergstrom Living Trust U/A Dated 12/6/74,
Edith H. Bergstrom, Edith H. Bergstrom Living
Trust U/A Dated 12/6/74, and Federal United
Corporation is P.O. Box 126, Palo Alto,
California 94302. The business address of the
Erik E. and Edith H. Bergstrom Foundation, Inc.
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.
Item 2(c). Citizenship:
See Item(s) 4 to cover page.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
006212104
Item 3.If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
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CUSIP No. 006212104 SCHEDULE 13G Page 10 of 15
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j) [ ] Group, in accordance with
Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section
240.13d-1(c), check this box. [x]
Item 4. Ownership.
The following table specifies as of January 26,
1999 the number of shares of Common Stock as to
which each person named in Item 2(a) has sole or
shared power to vote or direct the vote or to
dispose or direct the disposition, as well as the
percentages such shares constitute of the Common
Stock reported to be outstanding as of
December 31, 1998.
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CUSIP No. 006212104 SCHEDULE 13G Page 11 of 15
Sole Voting Shared
and Voting and Aggregate Percentage of
Dispositive Dispositive Number of Outstanding
Name Power Power Shares Shares
Erik E. 0 2,943,406 2,943,406 5.7%<F1>
Bergstrom
Erik E. 0 795,500 795,500 1.5%
Bergstrom
Living
Trust U/A
Dated
12/6/74
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 U/A
Dated
12/6/74
Federal 0 121,240 121,240 0.2%
United
Corporation
Erik E. and 0 1,995,000 1,995,000 3.9%
Edith H.
Bergstrom
Foundation,
Inc.
Sharon's 0 31,666 31,666 0.1%
Trust
_____________________
<F1>Consists of shares of Common Stock owned by the Erik E. Bergstrom
Living Trust U/A Dated 12/6/74, Federal United Corporation, Erik E. and Edith
H. Bergstrom Foundation, Inc. and Sharon's Trust. Does not include the shares
owned by Edith H. Bergstrom and the Edith H. Bergstrom Living Trust U/A Dated
12/6/74. Pursuant to Rule 13d-4, Erik E. Bergstrom hereby disclaims beneficial
ownership of all shares owned by Edith H. Bergstrom, the Edith H. Bergstrom
Living Trust U/A Dated 12/6/74, Erik E. and Edith H. Bergstrom Foundation, Inc.
and Sharon's Trust.
<F2>Consists of 4,800 shares of Common Stock owned by the Edith H.
Bergstrom Living Trust U/A Dated 12/6/74.
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 rules and regulations
thereunder. Membership in such a group is hereby disclaimed.
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CUSIP No. 006212104 SCHEDULE 13G Page 12 of 15
Item 5.Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6.Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
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CUSIP No. 006212104 SCHEDULE 13G Page 13 of 15
Item 7.Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not applicable.
Item 8.Identification and Classification of Members of the
Group.
See Exhibit 1.
Item 9.Notice of Dissolution of Group.
Not applicable.
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CUSIP No. 006212104 SCHEDULE 13G Page 14 of 15
Item 10. Certifications.
By signing below, each of the signatories certifies
that, to the best of its knowledge and belief, the
securities referred to above were not acquired and
are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of
the securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.
____________________________ Edith H. Bergstrom Living
/s/ Erik E. Bergstrom Trust U/A Dated 12/6/74
Erik E. Bergstrom
____________________________ By: /s/ Edith H. Bergstrom
/s/ Edith H. Bergstrom ________________________
Edith H. Bergstrom Name: Edith H. Bergstrom
Title: Trustee
Erik E. and Edith H. Bergstrom Federal United Corporation
Foundation, Inc.
By: /s/ Erik E. Bergstrom By: /s/ Erik E. Bergstrom
_______________________ ________________________
Name: Erik E. Bergstrom Name: Erik E. Bergstrom
Title: President Title: President
Erik E. Bergstrom Living Trust Sharon's Trust
U/A Dated 12/6/74
By: /s/ Erik E. Bergstrom By: /s/ Erik E. Bergstrom
_______________________ ________________________
Name: Erik E. Bergstrom Name: Erik E. Bergstrom
Title: Trustee Title: Trustee
Dated: February 5, 1999
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CUSIP No. 006212104 SCHEDULE 13G Page 15 of 15
Exhibit 1 - Identity of Group Members
Erik E. Bergstrom
Erik E. Bergstrom Living Trust U/A Dated 12/6/74
Edith H. Bergstrom
Edith H. Bergstrom Living Trust U/A Dated 12/6/74
Federal United Corporation
Erik E. And Edith H. Bergstrom Foundation, Inc.
Sharon's Trust
