SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
National Penn Bancshares, Inc.
---------------------------------
(Name of Issuer)
Common Stock ($2.50 par value)
---------------------------------
(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 212,984.731
with
6 SHARED VOTING POWER
235,613.000
7 SOLE DISPOSITIVE POWER
212,984.731
8 SHARED DISPOSITIVE POWER
235,613.000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,597.731
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
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
448,597.731 shares, representing approximately 5.6% 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: 212,984.731.
(ii) Shared power to vote or to direct the vote: 235,613.000.
<PAGE>
(iii) Sole power to dispose or to direct the disposition: 212,984.731.
(iv) Shared power to dispose or to direct the disposition:
235,613.000.
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 448,597.731 shares of common stock of National Penn Bancshares, Inc.,
in the aggregate. Of these 448,597.731 shares, 287,926.731 shares are held as
trustee or executor on behalf of various trusts and estates, and 160,671 shares
are held as trustee under the National Penn Bancshares, Inc., Capital
Accumulation Plan. Investors Trust Company disclaims beneficial ownership of any
of these 448,597.731 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.
February 11, 1997
INVESTORS TRUST COMPANY
By: /s/ James V. Elliott
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James V. Elliott, President & CEO
