UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE SC 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 6 )
--
MID PENN BANCORP, INC.
-------------------------------------
(Name of Issuer)
Common Stock Par value $1.00 per share
(Title of Class of Securities)
595 40G 107
-----------
(CUSIP Number)
------------------------------------------
(Date of Event Which Requires Filing)
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).
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Page 2 of 6 Pages
CUSIP No. 595 40G 107
13G
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Mid Penn Bank, Trust Department
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable (a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization
Commonwealth of Pennsylvania, U.S.A. [Reporting person is
the Trust Department of a Pennsylvania state - Chartered
Bank.]
Number of Shares (5) Sole Voting Power
Beneficially 324,076
Owned by Each -------
Reporting
Person With (6) Shared Voting Power
0
-------
(7) Sole Dispositive Power
324,076
-------
(8) Shared Dispositive Power
0
-------
<PAGE>
9) Aggregate Amount Beneficially Owned by Each Reporting Person
324,076
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
11) Percent of Class Represented by Amount in Row 9
11.0%
12) Type of Reporting Person*
BK*
*BANK
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Page 3 of 6 Pages
Reporting Person
- ----------------
SCHEDULE 13G
------------
Filed by: Mid Penn Bank, Trust Department
With: Securities and Exchange Commission
Washington, DC 20549
Calendar Year
Covered: 1998
Item 1(a) Name of Issuer:
---------------
Mid Penn Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
349 Union Street
Millersburg, PA 17061
Item 2(a) Name of Person Filing:
----------------------
Mid Penn Bank, Trust Department
<PAGE>
Item 2(b) Address of Principal Business Office or, if none,
Residence:
-------------------------------------------------
349 Union Street
Millersburg, PA 17061
Item 2(c) Citizenship:
------------
Commonwealth of Pennsylvania, U.S.A. (Reporting
Person is the Trust Department of a Pennsylvania
State-Chartered Bank)
Item 2(d) Title of Class of Securities:
-----------------------------
Common Stock, par value $1.00 per share
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Page 4 of 6 Pages
Item 2(e) CUSIP Number: 595 40G 107
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act.
(b) [X] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act.
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ]Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership (as of December 31, 1998)
----------------------------------
(a) Amount Beneficially Owned:
324,076 shares of Common Stock, par value $1.00 per share.
(b) Percent of Class: 11.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote 324,076
-----------
(ii) shared power to vote or
to direct the vote 0
-----------
(iii) sole power to dispose or to direct the
disposition of: 324,076
-----------
(iv) shared power to dispose or to direct the
disposition of: 0
-----------
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Page 5 of 6 Pages
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.
324,076 shares of the Issuer that are "beneficially owned" by Mid
Penn Bank, Trust Department, are held in its fiduciary capacity in
its nominee name, NEBCO. Mid Penn Bank, Trust Department has sole
Power to vote or to direct the vote of 324,076 shares of the
Issuer and sole power to dispose or to direct the disposition of
324,076 shares of the Issuer.
<PAGE>
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 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>
Page 6 of 6 Pages
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 11, 1999
/s/ Patricia A. Walter
-----------------------
Patricia A. Walter, Trust
Officer
MID PENN BANK
