I. WISTAR MORRIS, III
200 FOUR FALLS CORPORATE CENTER
SUITE 208
ROUTE 23 & WOODMONT ROAD
WEST CONSHOHOCKEN, PA 19428
January 7, 1999
National Properties Corporation
4500 Merle Hay Road
Des Moines, Iowa 50310
To Whom It May Concern:
Please find enclosed an executed copy of Schedule 13D for National Properties
Corporation filed on behalf of I. Wistar Morris, III. This report is being
submitted pursuant to the requirements of Rule 13-D-1 (a) under Securities and
Exchange Act of 1934. This is an amended 13D.
If you have any questions, please phone me at 610-832-5300.
Very truly yours,
/s/ I. Wistar Morris, III
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I. Wistar Morris, III
Enclosure (1)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.______________)*
National Properties Corporation
-------------------------------
(name of issuer)
Common Stock
------------
(title of class of securities)
637252107
---------
(CUSIP number)
I. Wistar Morris, III
Morris Investment Management Company
200 Four Falls Corporate Center, Suite 208
West Conshohocken, Pennsylvania 19428
610-832-5300
------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Fiscal Year ending December 31, 1998
------------------------------------
(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).
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SCHEDULE 13D
- ------------------------- --------------------------
CUSIP No. 637252107 Page 2 of 4 Pages
- ------------------------- --------------------------
- -------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| I. Wistar Morris, III
| SS# ###-##-####
- -------------------------------------------------------------------------------
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
| (b) |_|
| N/A
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
| PF
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e)
| |_|
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| Pennsylvania U.S.
|
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| |
| | 14,661
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | None
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 14,661
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 11,368
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 26,029
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES*
| |_|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 6.22%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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page 3 of 4
SCHEDULE 13D
FILED BY I. WISTAR MORRIS, III REGARDING
NATIONAL PROPERTIES CORPORATION
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.
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 25,529 shares beneficially owned by Morris
individually and through his immediate family. Of the 25,529 shares
beneficially owned by Morris individually and through his immediate family,
10,761 shares are held in nominees' name for his benefit: 3,900 shares are
held in his name: and 4,848 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 8-20-98.
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page 4 of 4
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.
Morris individually and through his immediate family beneficially owns
25,529 shares of common stock of the Company, which based on the Company's
interim report for the quarter ended September 30, 1998, represents
approximately 6.10% of the outstanding stock as of September 30, 1998
report.
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 4,848 shares held by his wife, in nominee name for her
benefit.
See Rider 1.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING, OR RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILES AS EXHIBITS.
None.
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: January 7, 1999
/s/ I. Wistar Morris, III
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I. Wistar Morris, III
