-----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, WVxysdFtU9IgtcFJSMQaC0B3cVaxKuopPmIYIHTHBBqJWB6LU1qKOWSyGsRDG9xV jqVaVTZ6VZZe0UbXSduvtA== 0001193125-07-075881.txt : 20070406 0001193125-07-075881.hdr.sgml : 20070406 20070406060825 ACCESSION NUMBER: 0001193125-07-075881 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070406 DATE AS OF CHANGE: 20070406 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: 07753512 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 AMENDMENT NO. 2 TO SCHEDULE 13D/A Amendment No. 2 to Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

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)

 

 

April 5, 2007

(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. 2 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, as heretofore amended or supplemented. The Original Statement, as amended and supplemented, relates to the Reporting Person’s acting as a trustee of the H.O. Hirt Trusts (the “Trusts”). 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 April 5, 2007, the Reporting Person sent a letter to members of the Board of Directors of the Issuer stating that the Trusts, as holders of Class B Common Stock of the Issuer, intend, at the forthcoming annual meeting of shareholders of the Issuer scheduled for Tuesday, April 17, 2007, are placing in nomination for director Mr. Thomas B. Hagen. Mr. Hagen is currently Chairman/Owner of Custom Group Industries, Erie, PA, and has served in that capacity for more than 5 years. He is also a general partner of the Hagen Family Limited Partnership, which is a record owner of shares of the Company’s Class A common stock. Mr. Hagen previously served as a member of the Board of Directors of the Company for 19 years until 1998. He is the spouse of Susan Hirt Hagen, one of the trustees of the Trusts. The letter also states that since the slate of fourteen nominees approved by the Board of Directors of the Issuer does not include Mr. Hagen, we would also request the Board of Directors consider increasing the size of the Board to fifteen effective not later than the time of the election. A copy of the letter from the Reporting Person is included as Exhibit 7.03.

 

Item 7. Materials to be Filed as Exhibits

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

 

Exhibit   

Description

7.03    Letter dated April 5, 2007 from the Reporting Person to members of the Board of Directors of Erie Indemnity Company.

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: April 5, 2007

 

SENTINEL TRUST COMPANY

By  

/s/  D. Fort Flowers, Jr.

Name:   D. Fort Flowers, Jr.
Title:   President and Chief Executive Officer
 EX-7.03 2 dex703.htm LETTER DATED APRIL 5, 2007 Letter dated April 5, 2007

EXHIBIT 7.03

SENTINEL

TRUST COMPANY

D. Fort Flowers, Jr., CFA

President & Chief Executive Officer

713-630-9650 (direct)

fflowers@sentineltrust.com

April 5, 2007

Members of the Board of Directors of Erie Indemnity Company

c/o Mr. Jan Van Gorder

Acting Secretary and General Counsel

Erie Indemnity Company

100 Erie Insurance Place

Erie, Pennsylvania 16530

Dear Members of the Board:

This is to advise you that the H. O. Hirt Trusts, as holders of Class B Common Stock of Erie Indemnity Company (the “Company”) are, at the forthcoming annual meeting of shareholders of the Company scheduled for Tuesday, April 17, 2007, placing in nomination for director Mr. Thomas B. Hagen. The nomination of Mr. Hagen is pursuant to Section 2.07(a)(1) of the Company’s Amended and Restated Bylaws. Biographical information concerning Mr. Hagen has previously been submitted to the Nominating and Governance Committee of the Board of Directors.

Since the slate of fourteen nominees approved by the Board of Directors does not include Mr. Hagen, we request the Board of Directors to consider increasing the size of the Board to fifteen effective not later than the time of the election.

Thank you for your attention to this matter.

 

Very truly yours,

SENTINEL TRUST COMPANY, as

corporate trustee of the H. O. Hirt Trusts

By  

/s/  D. Fort Flowers, Jr.

  D. Fort Flowers, Jr., CFA
Cc:   Jeffrey A. Ludrof
  F. William Hirt
  Susan H. Hagen
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