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UNITED STATES SCHEDULE 13G Under the Securities Exchange Act of 1934 The Adams Express Company 006212104 December 31, 2008 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-1(b) ý Rule 13d-1(c) ¨ Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting persons 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). 1 2 3 4 5 6 Item 1(a). Name of Issuer: The Adams Express Company Item 1(b). Address of Issuers Principal Executive Offices: 7 St. Paul Street, Suite 1140, Baltimore, Maryland 21202 Item 2(a). Names of Persons Filing: Erik E. Bergstrom Item 2(b). Address of Principal Business Office or, if none, Residence: The business address of Erik E. Bergstrom, Erik E. Bergstrom Living Trust U/A Dated 12/6/74, Edith H. Bergstrom and Edith H. Bergstrom Living Trust U/A Dated 12/6/74 is P.O. Box 126, Palo Alto, California 94302. The business address of the Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust is P.O. Box 520, Palo Alto, California 94302. Item 2(c). Citizenship: See Items 4 to pages 2-6 which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 006212104 Item 3. If this statement is filed pursuant to §§240.13d -1(b) or 240.13d -2(b) or (c), check whether the person filing is a: 7 Item 4. Ownership. The following table specifies as February 7, 2009 the number of shares of Common Stock as to which each person named in Item 2(a) has sole or shared power to vote or direct the vote or to dispose or direct the disposition, as well as the percentages such shares constitute of the Common Stock reported to be outstanding as of December 31, 2008. 1The reporting persons may be deemed to be members of a group within the meaning of Section 13(d)(3) of the Act and the rules and regulations thereunder. Membership in such a group is hereby disclaimed. 8 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. Not applicable. 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 See Exhibit 1 Not applicable. Item 10. Certification By signing below, I certify that, to the best of its knowledge and belief, the securities referred to above 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. 9 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 13, 2009 EXHIBIT INDEX
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 10)*
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
(1
)
Names of Reporting Persons.
Erik E. Bergstrom
(a) £
(2
)
Check the Appropriate Box if a Member of a Group (See Instructions)
(b) T
(3
)
SEC Use Only
(4
)
Citizenship or Place of Organization
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH (5
)
Sole Voting Power
3,146,000
(6
)
Shared Voting Power
5,120,000
(7
)
Sole Dispositive Power
3,146,000
(8
)
Shared Dispositive Power
5,120,000
(9
)
Aggregate Amount Beneficially Owned by Each Reporting Person
8,366,000
(10
)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
(11
)
Percent of Class Represented by Amount in Row (9)
9.6
%
(12
)
Type of Reporting Person (See Instructions)
IN
(1
)
Names of Reporting Persons.
Erik E. Bergstrom Living Trust U/A Dated 12/6/74
(a) £
(2
)
Check the Appropriate Box if a Member of a Group (See Instructions)
(b) T
(3
)
SEC Use Only
(4
)
Citizenship or Place of Organization
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH (5
)
Sole Voting Power
3,146,000
(6
)
Shared Voting Power
0
(7
)
Sole Dispositive Power
3,146,000
(8
)
Shared Dispositive Power
0
(9
)
Aggregate Amount Beneficially Owned by Each Reporting Person
3,146,000
(10
)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
(11
)
Percent of Class Represented by Amount in Row (9)
3.6
%
(12
)
Type of Reporting Person (See Instructions)
OO
(1
)
Names of Reporting Persons.
Edith H. Bergstrom
(a) £
(2
)
Check the Appropriate Box if a Member of a Group (See Instructions)
(b) T
(3
)
SEC Use Only
(4
)
Citizenship or Place of Organization
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH (5
)
Sole Voting Power
100,000
(6
)
Shared Voting Power
5,120,000
(7
)
Sole Dispositive Power
100,000
(8
)
Shared Dispositive Power
5,120,000
(9
)
Aggregate Amount Beneficially Owned by Each Reporting Person
5,220,000
(10
)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
(11
)
Percent of Class Represented by Amount in Row (9)
6.0
%
(12
)
Type of Reporting Person (See Instructions)
IN
(1
)
Names of Reporting Persons.
Edith H. Bergstrom Living Trust U/A Dated 12/6/74
(a) £
(2
)
Check the Appropriate Box if a Member of a Group (See Instructions)
(b) T
(3
)
SEC Use Only
(4
)
Citizenship or Place of Organization
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH (5
)
Sole Voting Power
100,000
(6
)
Shared Voting Power
0
(7
)
Sole Dispositive Power
100,000
(8
)
Shared Dispositive Power
0
(9
)
Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
(10
)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
(11
)
Percent of Class Represented by Amount in Row (9)
0.1
%
(12
)
Type of Reporting Person (See Instructions)
OO
(1
)
Names of Reporting Persons.
Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust
(a) £
(2
)
Check the Appropriate Box if a Member of a Group (See Instructions)
(b) T
(3
)
SEC Use Only
(4
)
Citizenship or Place of Organization
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH (5
)
Sole Voting Power
0
(6
)
Shared Voting Power
5,120,000
(7
)
Sole Dispositive Power
0
(8
)
Shared Dispositive Power
5,120,000
(9
)
Aggregate Amount Beneficially Owned by Each Reporting Person
5,120,000
(10
)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
(11
)
Percent of Class Represented by Amount in Row (9)
5.9
%
(12
)
Type of Reporting Person (See Instructions)
CO
Erik E. Bergstrom Living Trust U/A Dated 12/6/74
Edith H. Bergstrom
Edith H. Bergstrom Living Trust U/A Dated 12/6/74
Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust
¨
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
¨
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
¨
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
¨
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
¨
(e)
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
¨
(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
¨
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
¨
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
¨
(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 (15 U.S.C. 80a-3);
¨
(j)
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Name1
Sole Voting
and
Dispositive
Power Shared Voting
and
Dispositive
Power Aggregate
Number
of Shares Percentage of
Outstanding
Shares
Erik E. Bergstrom
3,146,0002
5,120,0003
8,366,000
9.6%
Erik E. Bergstrom
Living Trust U/A
Dated 12/6/74 3,146,000
0
3,146,000
3.6%
Edith H. Bergstrom
100,0004
5,120,0005
5,220,000
6.0%
Edith H. Bergstrom
Living Trust U/A
Dated 12/6/74 100,000
0
100,000
0.1%
Erik E. and Edith H.
Bergstrom
Foundation, a
Charitable Trust 0
5,120,000
5,120,000
5.9%
2Consists of 3,146,000 shares of Common Stock owned by the Erik E. Bergstrom Living Trust U/A Dated 12/6/74.
3Consists of 5,120,000 shares of Common Stock owned by the Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust. Pursuant to Rule 13d-4, Erik E. Bergstrom hereby disclaims beneficial ownership of all shares owned by Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust.
4Consists of 100,000 shares of Common Stock owned by the Edith H. Bergstrom Living Trust U/A Dated 12/6/74.
5Consists of 5,120,000 shares of Common Stock owned by the Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust. Pursuant to Rule 13d-4, Edith H. Bergstrom hereby disclaims beneficial ownership of all shares owned by Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust.
/s/ Erik E. Bergstrom
Erik E. Bergstrom
/s/ Edith H. Bergstrom
Edith H. Bergstrom
Erik E. Bergstrom Living Trust U/A Dated 12/6/74
By: /s/ Erik E. Bergstrom
Erik E. Bergstrom
Trustee
Edith H. Bergstrom Living Trust U/A Dated 12/6/74
By: /s/ Edith H. Bergstrom
Edith H. Bergstrom
Trustee
Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust
By: /s/ Erik E. Bergstrom
Erik E. Bergstrom
Trustee
Exhibit 1
Identity of Group Members
Page 11
Exhibit 2
Joint Filing Undertaking
Page 12
10
EXHIBIT 1
IDENTITY OF GROUP MEMBERS
Erik E. Bergstrom
Erik E. Bergstrom Living Trust U/A Dated 12/6/74
Edith H. Bergstrom
Edith H. Bergstrom Living Trust U/A Dated 12/6/74
Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust
11
EXHIBIT 2
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.
Dated: February 13, 2009
/s/ Erik E. Bergstrom |
Erik E. Bergstrom |
/s/ Edith H. Bergstrom |
Edith H. Bergstrom |
Erik E. Bergstrom Living Trust U/A Dated 12/6/74 |
By: /s/ Erik E. Bergstrom |
Erik E. Bergstrom |
Trustee |
Edith H. Bergstrom Living Trust U/A Dated 12/6/74 |
By: /s/ Edith H. Bergstrom |
Edith H. Bergstrom |
Trustee |
Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust |
By: /s/ Erik E. Bergstrom |
Erik E. Bergstrom |
Trustee |
12