Schedule 13D Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jd7v4BFB8MKdvauerVbKmV5fqgGO6pzgzhr0dUGwAnz0RVl9DwkIOGY67jpgI3L3 JOjOz8NNb7jqXZzLyk6fng== 0001193125-06-014009.txt : 20060127 0001193125-06-014009.hdr.sgml : 20060127 20060127151037 ACCESSION NUMBER: 0001193125-06-014009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERIE INDEMNITY CO CENTRAL INDEX KEY: 0000922621 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 250466020 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44061 FILM NUMBER: 06557407 BUSINESS ADDRESS: STREET 1: 100 ERIE INSURANCE PL CITY: ERIE STATE: PA ZIP: 16530 BUSINESS PHONE: 8148702000 MAIL ADDRESS: STREET 1: 100 ERIE INSURANCE PLACE CITY: ERIE STATE: PA ZIP: 16530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SENTINEL TRUST CO LBA CENTRAL INDEX KEY: 0001114739 IRS NUMBER: 760523495 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SENTINEL TRUST CO STREET 2: 2001 KIRBY DR. #1210 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135293729 MAIL ADDRESS: STREET 1: C/O SENTINEL TRUST CO STREET 2: 2001 KIRBY DR. #1210 CITY: HOUSTON STATE: TX ZIP: 77019 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Erie Indemnity Company

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

29530P-201

(CUSIP Number)

Bartley J. Rainey

Sentinel Trust Company, LBA

2001 Kirby Drive, Suite 1200

Houston, Texas 77019

(713) 529-3729

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 23, 2006

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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).

This Amendment No. 1 to statement on Schedule 13D, originally filed on January 23, 2006 (the “Original Statement”) is filed by Sentinel Trust Company, LBA, a Texas limited banking association (the “Reporting Person”), relating to the Class B Common Stock, without par value (“Class B Common Stock”) of Erie Indemnity Company, a Pennsylvania corporation (the “Issuer”), to supplement certain information set forth in the Original Statement. Unless otherwise indicated, each capitalized term used but not defined herein has the meaning assigned to that term in the Original Statement.

Item 4. Purpose of Transaction

Item 4 of the Original Statement is hereby supplemented by adding the following:

On January 23, 2006, D. Fort Flowers, Jr., President and Chief Executive Officer of the Reporting Person, sent a memorandum to F. William Hirt and Susan Hirt Hagen, co-trustees of the Trusts, with a copy to the Chair of the Nominating Committee of the Issuer’s Board of Directors, suggesting two candidates, Lucian L. Morrison of Houston, Texas and Thomas W. Palmer of Toledo, Ohio, for consideration as directors of the Issuer. A copy of that memorandum is included as Exhibit 7.02.

Item 7. Materials to be Filed as Exhibits

Item 7 of the Original Statement is hereby amended to add the following exhibit.


Exhibit		Description
7.02		Memorandum dated January 23, 2006 from D. Fort Flowers, Jr. to F. William Hirt and Susan Hirt Hagen

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 26, 2006


SENTINEL TRUST COMPANY

/s/ Bartley J. Rainey
Name:		Bartley J. Rainey
Title:		Senior Vice President and
		Chief Financial Officer

EX-7.02 2 dex702.htm MEMORANDUM Memorandum

Exhibit 7.02

MEMORANDUM


Date:		January 23, 2006

To:		Susan Hagen
		Bill Hirt

From:		D. Fort Flowers, Jr.

Re:		Director Candidates

I related to you at our meeting last week that Sentinel would like to propose to you two candidates for consideration as directors of the Erie Indemnity Company. I have now secured permission from both to share their resumes with you and to express their interest in seriously considering serving on Erie’s board.

I know that both candidates are individuals of strong integrity who understand and take their board responsibilities very seriously. I also believe that they bring experience and skills that will complement those of other directors. Both are able to provide well-thought-out perspectives, articulate these perspectives appropriately and respond to other’s perspectives with respect.

I have known Lucian Morrison for 13 years. As you can see from his resume (attached), Lucian has over 35 years of fiduciary experience and is recognized as an expert with respect to complex fiduciary matters. He has served as a director of a number of companies, both public and private. I believe that Lucian’s experience as a fiduciary expert will be a benefit to a board that must often deal with complex fiduciary issues. Lucian has served as an independent director on Sentinel’s board since Sentinel’s founding in 1997.

I have known Tom Palmer for 18 years. As you can see from his resume he is a distinguished attorney with experience in many areas of corporate law. You will also note that he is actively engaged in the Toledo community having held many positions including currently being chair of the Toledo – Lucas County Port Authority. He currently serves on the boards of two large private businesses, chairing one. I believe that Tom will bring the board not only his strong legal knowledge and experience, but also his sensitivity to the responsibilities of a significant employer to its local community. I have served as a director of National Lime and Stone with Tom for a number of years.

I understand that neither of you have had an opportunity to review these candidates’ qualifications; however, in the interest of time I am providing a copy of this letter to Pat Garrison-Corbin in order to give her and the Nominating and Governance Committee as much

Memorandum

January 23, 2006

Susan Hagen, Bill Hirt

lead time as possible to consider whether it might be appropriate to include them on the slate they plan to propose to the board on February 1. Of course, Sentinel is only one of three trustees of the H. O. Hirt Trusts, and as such cannot place a name formally before the Committee. I would ask that if at some point you concur with our belief that Lucian and Tom are appropriate candidates to place before the Committee that you will communicate that to both Pat and me.

I look forward to answering any of your questions about either candidate.

Attachments


cc:		Lucian L. Morrison
		Thomas W. Palmer
		Patricia Garrison-Corbin

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