UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
National Properties Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
637252-10-7
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(CUSIP Number)
I. Wistar Morris, III Morris Investment Management Company
200 Four Falls Corporate Center, Ste. 208, W. Conshohocken, Pa 19428
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Fiscal Year ending December 31, 1997
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Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/.
Check the following box if a fee is being paid with the statement /_/. (A fee is
not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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>
SCHEDULE 13D
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CUSIP No. 637252-10-7 Page 2 of 6 Pages
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| I. Wistar Morris, III
| SS# ###-##-####
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|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
| (b) |_|
| N/A
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS*
|
| Personal Funds
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e)
| N/A |_|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| Pennsylvania U.S.
|
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| 7 | SOLE VOTING POWER
| |
| | 20,531
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | None
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 20,531
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 6,718
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 27,249
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES*
| N/A |_|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 6.31%
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14 | TYPE OF REPORTING PERSON*
|
| IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
FILED BY I. WISTAR MORRIS, III REGARDING
NATIONAL PROPERTIES
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock of National Properties
Corporation, (The "Company"). The Company's principal offices are
located at 4500 Merle Hay Road, Des Moines, Iowa 50310.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is I. Wistar Morris, III,
an individual (the "reporting person"). The reporting person's business
address is c/o Boenning and Scattergood, Inc., 200 Four Falls Corporate
Center, Suite 208 W. Conshohocken, Pa. 19428. He is employed as a
registered representative at Boenning & Scattergood, Inc., which is a
NASD registered broker-dealer. The reporting person is also president
of Morris Investment Management Company, a registered investment
advisor.
During the last five years, the reporting person has not been convicted
in a criminal proceeding. During the last five years, the reporting
person was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which was
or is subject to a judgment, decree final order enjoining future
violation of, or prohibiting, or mandatory activities subject to
federal or state securities laws of finding any violation with respect
to such laws.
The reporting person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This schedule 13D covers 20,531 shares beneficially owned by Morris
individually and through his immediate family. Of the 20,531 shares
beneficially owned by Morris Individually through his immediate family
10,761 shares are held in nominees' name for his benefit: 3,900 shares
are held in his name in a safe deposit box: and 5,870 shares are held
in nominee's name for the benefit of his wife. The stock beneficially
owned by Morris Individually and through his immediate family was
purchased with personal funds beginning in 1987, with the last purchase
being made on 12-29-97. The stock held in the Discretionary Accounts
has been purchased in various amounts at different times and prices
beginning April 14, 1988 Through February 21, 1996 Morris believes that
such stock was purchased by his clients with personal funds, but has no
personal knowledge of the source of funds. This Schedule 13D does not
cover any shares held by other customers of Morris' as to which Morris
has no discretionary trading authority and no voting power, and Morris
disclaims beneficial ownership as to any such shares.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the stock beneficially owned by the
reporting person and his immediate family is for personal investment.
The reporting person has no present plans or proposals that relate to
or would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D, except that additional purchases may be
made which would not result in the reporting person having beneficial
ownership of 10% or more of the Issuer's outstanding common stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) Morris individually and through his immediate family beneficially
owns 20,531 shares of common stock of the Company, which based on the
Company's interim report for the quarter ended November 1, 1997,
represents approximately 4.75% of the outstanding stock as of November
1, 1997 report. In addition, he has dispositive power with respect to
6,718 shares held in the Discretionary Accounts, which represents 1.55%
of the outstanding stock as of November 1, 1997, giving Morris
beneficial ownership of an aggregate of 27,249 shares, being
approximately 6.31% of the outstanding stock as of the November 1,
1997.
(B) Morris has the sole voting power and the sole dispositive power
over 14,661 shares held for his benefit in nominee name and shares
registered in his name. He has no voting power but he has shared
dispositive power with respect to the total 6,718 shares held in the
Discretionary Accounts and 5,870 shares held by his wife, in nominee
name for her benefit.
(C) Sole voting power and shared dispositive power as to those shares
in the Discretionary Accounts are held by numerous investors who are
clients of Morris' in his capacity as a registered securities
representative. None of such individuals owns in excess of about one
half of 1% of the outstanding shares.
(D) The transactions effected by the reporting persons during the 60
day period covered by Item 5(c) are the following:
Trade Number of Avg. Price Where
Transaction Date Shares Per Share Effected
----------- ----- --------- ---------- --------
(1) Purchase 12/29/97 455 28.875 NASDAQ
(d) Not Applicable
(e) Not Applicable
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING, OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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.
Date: February 13, 1998
I. Wistar Morris, III
