SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
National Penn Bancshares, Inc.
---------------------------------
(Name of Issuer)
Common Stock ($2.50 par value)
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(Title of Class of Securities)
637138108
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(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 following page(s))
<PAGE>
13G
CUSIP No. 637138108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23-2767832
INVESTORS TRUST COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
Number of shares 5 SOLE VOTING POWER
beneficially owned by
each reporting person 172,635
with
6 SHARED VOTING POWER
303,321
7 SOLE DISPOSITIVE POWER
172,517
8 SHARED DISPOSITIVE POWER
303,439
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,956
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12 TYPE OF REPORTING PERSON*
BK CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER:
National Penn Bancshares, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
Phone: (800) 822-3321
ITEM 2(a). NAME OF PERSON FILING:
Investors Trust Company
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
2201 Ridgewood Road, #180
Wyomissing, PA 19610
Phone: (610) 372-6414
ITEM 2(c). CITIZENSHIP:
Investors Trust Company is incorporated in Pennsylvania
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock ($2.50 par value)
ITEM 2(e). CUSIP NUMBER:
637138108
ITEM 3(b).
Investors Trust Company is a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934.
ITEM 4. OWNERSHIP:
(a) (b). The shares of common stock of National Penn
Bancshares, Inc., being reported by Investors Trust Company as beneficially
owned by it are 475,956 shares, representing approximately 6.3% of the
outstanding shares of common stock of National Penn Bancshares, Inc. (see Item
6).
(c). The number of shares of common stock of National Penn
Bancshares, Inc., as to which Investors Trust Company has:
(i) Sole power to vote or to direct the vote: 172,635.
<PAGE>
(ii) Shared power to vote or to direct the vote: 303,321.
(iii) Sole power to dispose or to direct the disposition:
172,517.
(iv) Shared power to dispose or to direct the disposition:
303,439.
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:
Investors Trust Company exercises sole or shared voting or
dispositive power over 475,956 shares of common stock of National Penn
Bancshares, Inc., in the aggregate. Of these 475,956 shares, 343,923 shares are
held as trustee or executor on behalf of various trusts and estates, and 132,033
shares are held as trustee under the National Penn Bancshares, Inc., Capital
Accumulation Plan. Investors Trust Company disclaims beneficial ownership of any
of these 475,956 shares.
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:
Not applicable.
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 any such purposes or effect.
<PAGE>
SIGNATURE
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.
January 26, 1996
INVESTORS TRUST COMPANY
By: /s/ James V. Elliott
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James V. Elliott, President & CEO
