UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Maritrans, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
570363-10-1
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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 12/31/97
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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. 570363-10-1 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
| |
| | 246,100
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | None
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 246,100
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 600,424
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 846,524
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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)
|
| 7.02%
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14 | TYPE OF REPORTING PERSON*
|
| IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6
SCHEDULE 13D
FILED BY I. WISTAR MORRIS, III
IS SET FORTH IN ITS ENTIRETY
REGARDING MARITRANS INC.
Security and Issuer
This statement relates to the common stock of Maritrans Inc.
(The "Company"). The Company's principal offices are
located at One Logan Square Philadelphia, PA 19103.
Item 2. Identity and Background.
The name of the person filing this statements is I. Wistar Morris, III,
an individual (the "reporting person"). The reporting person's business
address is 200 Four Falls Corporate Center, Suite 208, Route 23 &
Woodmont Road, West Conshohocken, Pa. 19428. The reporting person is
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 or 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 246,100 shares beneficially owned by Morris
individually and through his immediate family and 600,424 shares as to
which Morris has been given discretionary trading authority by certain
of his customers in the course of his business as a registered
securities representative (the "Discretionary" Accounts). Of the
246,100 shares beneficially owned by Morris individually and through
his immediate family, 15,000 shares are held in nominee's name for his
benefit; 60,000 shares are held in an IRA acccount for his benefit;
71,000 shares are held for the benefit of his wife, in nominee name;
and
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Page 4 of 6
80,000 shares are held for the benefit of his daughters, who are minor
children in trusts and custodianship as to which his wife is the
trustee and custodian, 10,100 held in his personal name and 10,000 held
in nominee name for the benefit of Morris Investment Management. The
stock beneficially owned by Morris individually and through his
immediate family was purchased through personal funds over a period of
time beginning in August 27, 1990 at various prices. The stock held in
the Discretionary Accounts has been purchased in various amounts at
different times and prices since June, 1991. 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.
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.
To the best of his knowledge, the stock held in the Discretionary
Accounts was acquired and is held for investment. Mr. Morris expects,
from time to time, to add to family or client holding as circumstances
warrant, or conversely to sell shares as circumstances warrant. With
respect to the stock beneficially owned by Morris individually and
through his immediate family, Morris does not have any present
intentions or plans with respect to the following.
(a) An extraordinary corporate transaction--such as a merger,
reorganization, or liquidation--involving the Company or any of its
subsidiaries,
(b) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries, (c) Any change in the present board of
directors or management of the Company, including any plans or
proposals to change the name or term of directors or to fill any
existing vacancies on the board, (d) Any material change in the present
capitalization or dividend policy of the Company, (e) Any other
material change in the Company's business or corporate structure, (f)
Changes in the Company's charter, bylaws, or instruments corresponding
thereto or other actions that may impede the acquisition of the control
of the Company by any person, (g) Causing a class of securities of the
Company to be delisted from a national securities exchange or to case
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (h) A class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12 (g) (4) of the Act, or (i) Any
action similar to any of those enumerated above.
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Page 5 of 6
Morris has no voting power with respect to the stock, held in the
Discretionary Accounts. To the best of his knowledge, the beneficial
owners of such stock do not have any plans or intentions with respect
to the foregoing.
Item 5. Interest in Securities of the Issuer.
(a) Morris individually and through his immediate family beneficially
owns 246,100 shares of common stock of the Company, which based on the
Company's interim report for the quarter ended Sept. 30, 1997
represents approximately 2.04% of the outstanding common stock. In
addition, he has dispositive power with respect to 600,424 shares held
in the Discretionary Accounts, about 4.99% of the outstanding stock as
of Sept 30, 1997 giving Morris beneficial ownership of an aggregate of
846,524 shares, being approximately 7.03% of the outstanding common
stock as of Sept. 30, 1997.
(b) Morris has the sole voting power and the sole dispositive power
over 10,000 shares held for his benefit in nominee name and, through
the plan trustee, over 60,000 shares held in the IRA account Boenning
and Scattergood, 10,100 registered in his own name and 10,000 held by
Morris Investment Management held in nominee name. He has no voting
power but he has shared dispositive power with respect to the total
600,424 shares held in the Discretionary Accounts and 246,100 shares
held by members of his immediate family.
Morris' wife has sole voting power and shared dispositive power with
respect to the shares held in nominee name for her benefit and with
respect to shares held in her name as custodian on behalf of Morris'
daughters.
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 one half of
1% of the outstanding shares.
(c) Information regarding transactions in the Company shares in which
Morris was involved including those involved in the discretionary
accounts which were effected in the last 60 days, is set forth on
Exhibit A attached hereto. All of such transactions were effected on
the open market through a broker-dealer.
<PAGE>
Trade Number of Price Where
Transaction Date Shares Per Share Effected
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(3) Buy 11/03/97 2,400 9.063 NYSE
(3) Buy 11/03/97 2,500 9.063 NYSE
(3) Buy 11/03/97 1,200 9.063 NYSE
(3) Buy 11/03/97 100 9.063 NYSE
(3) Buy 11/03/97 400 9.063 NYSE
(3) Buy 11/03/97 250 9.063 NYSE
(3) Buy 11/03/97 2,800 9.063 NYSE
(3) Buy 11/04/97 3,000 9.063 NYSE
(3) Buy 11/03/97 400 9.063 NYSE
(3) Buy 11/13/97 1,000 9.375 NYSE
(3) Buy 11/13/97 1,000 9.375 NYSE
(3) Sale 11/21/97 400 9.75 NYSE
(3) Sale 12/04/97 1,100 9.188 NYSE
(3) Sale 12/04/97 1,400 9.188 NYSE
(3) Sale 12/04/97 500 9.375 NYSE
(3) Sale 12/16/97 100 9.625 NYSE
(1) Buy 11/05/97 4,000 9.125 NYSE
(1) Buy 11/05/97 1,000 9.188 NYSE
(3) Discretionary
(1) Reporting Person
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
Morris has no contracts, arrangements, understandings, or relationships
(legal or otherwise) with anyone with respect to any securities of the
Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint venture, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies, other than the right to buy and
sell shares held for the benefit of his daughters in trusts and
custodianships and shares held for the benefit of his wife, and shares
in the Discretionary Accounts in his discretion. Morris has no right to
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Page 6 of 6
vote any of the shares in the Discretionary Accounts or the shares held
for the benefit of his wife and daughters.
Signature
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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
