SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
National Penn Bancshares, Inc.
---------------------------------
(Name of Issuer)
Common Stock (without par value)
---------------------------------
(Title of Class of Securities)
637138108
---------------------------------
(CUSIP Number)
December 31, 1998
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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).
<PAGE>
13G
CUSIP No. 637138108
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INVESTORS TRUST COMPANY
23-2767832
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 104,989.972
with
6 SHARED VOTING POWER
692,986.000
7 SOLE DISPOSITIVE POWER
104,989.972
8 SHARED DISPOSITIVE POWER
692,986.000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,975.972
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.06%
12 TYPE OF REPORTING PERSON
BK CO
<PAGE>
SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER:
National Penn Bancshares, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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, OR, IF NONE, RESIDENCE:
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 (without 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 (15 U.S.C. 78c).
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
797,975.972 shares, representing approximately 6.06% 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: 104,989.972.
(ii) Shared power to vote or to direct the vote: 692,986.000.
(iii) Sole power to dispose or to direct the disposition: 104,989.972.
(iv) Shared power to dispose or to direct the disposition: 692,986.000.
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 797,975.972 shares of common stock of National Penn Bancshares, Inc.
in the aggregate. Of these 797,975.972 shares, 518,482.972 shares are held as
trustee or executor on behalf of various trusts and estates, and 279,493.000
shares are held as trustee under the National Penn Bancshares, Inc. Capital
Accumulation Plan. Investors Trust Company disclaims beneficial ownership of any
of these 797,975.972 shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON:
Not applicable.
<PAGE>
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10. CERTIFICATIONS:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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.
<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 9, 1999
INVESTORS TRUST COMPANY
By: /s/ James V. Elliott
- ---------------------------------
James V. Elliott, President & CEO
