-----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, S4wwy7UDM9/FkQhzX9ahQlZ7Vb1qmAbRgUCNDkMpy5OLWmGNmy0xOiiqo4Ivi/Wi AD7QhRk0q4iJZZYTcar2uA== 0000002230-07-000063.txt : 20070727 0000002230-07-000063.hdr.sgml : 20070727 20070727144934 ACCESSION NUMBER: 0000002230-07-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070727 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans FILED AS OF DATE: 20070727 DATE AS OF CHANGE: 20070727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS EXPRESS CO CENTRAL INDEX KEY: 0000002230 IRS NUMBER: 134912740 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 811-00248 FILM NUMBER: 071006308 BUSINESS ADDRESS: STREET 1: SEVEN ST PAUL ST STE 1140 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4107525900 MAIL ADDRESS: STREET 1: 7 ST PAUL STREET SUITE 1140 CITY: BALTIMORE STATE: MD ZIP: 21202 8-K 1 adam8k0707.htm Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________


FORM 8-K

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  July 27, 2007  (July 27, 2007)


The Adams Express Company
(Exact Name of Registrant as Specified in Charter)


Maryland
(State or Other Jurisdiction
of Incorporation)
811-00248
(Commission
File Number)
13-4912740
(IRS Employer
Identification No.)


Seven St. Paul Street, Suite 1140
Baltimore, Maryland 21202

(Address of Principal Executive Offices) (Zip Code)

410-752-5900
(Registrant’s telephone number, including area code)


        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

         [   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

         [   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

         [   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

         [   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.04.       Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.

             On July 27, 2007, The Adams Express Company (“Adams Express”) sent a notice to its directors and executive officers informing them that there would be a blackout period under the Adams Express Employee Thrift Plan (the “Plan”). The blackout period is expected to begin at 4 p.m. Eastern time on August 27, 2007 and will remain paused until the week of September 16, 2007.

             The blackout period is necessary in order to transfer our retirement plan services from Milliman Inc., the current Plan administrator, to the Principal Financial Group, the new Plan administrator. During the blackout period, the directors and executive officers of Adams Express will be prohibited from directly or indirectly purchasing, selling or otherwise transferring equity securities of Adams Express.

             A copy of the notice sent to directors and executive officers of Adams Express is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.       Financial Statements and Exhibits.

(c)          Exhibits.

Exhibit 99.1 Notice to Directors and Executive Officers of Adams Express concerning blackout periods under the Adams Express Employee Thrift Plan.



(Page 2 of 3 Pages)


SIGNATURE

             Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  THE ADAMS EXPRESS COMPANY
                 (Registrant)


  By /s/ Maureen A. Jones
   
    Name:
Title:
Maureen A. Jones
Vice President, Chief Financial Officer and Treasurer

Date:  July 27, 2007




(Page 3 of 3 Pages)


EX-99.1 CHARTER 2 adam8k0707ex991.htm Exhibit 99.1

Exhibit 99.1

The Adams Express Company
Seven St. Paul Street
Baltimore, Maryland 21202

(410) 752-5900

July 27, 2007

TO: DIRECTORS AND EXECUTIVE OFFICERS SUBJECT TO SECTION 16

FROM: MAUREEN A. JONES

SUBJECT: BLACKOUT PERIOD DURING THRIFT PLAN ADMINISTRATOR TRANSITION

This is to notify you of an upcoming blackout period under the Adams Express Employee Thrift Plan. During this trading blackout, your ability to conduct transactions in Adams Express securities will be limited. We expect the blackout period to begin at 4 p.m. Eastern time on August 27, 2007 and remain paused until the week of September 16, 2007.

The blackout period is necessary in order to transfer our retirement plan services from Milliman Inc., the current Plan administrator, to the Principal Financial Group, the new Plan administrator. During the blackout period, participants will be unable to direct investments in their Thrift Plan accounts, obtain a loan, or take a withdrawal from the Thrift Plan. Participants in the Thrift Plan have been notified of the blackout period. The actual end date of the blackout period depends on the timely and accurate transfer of data between plan administrators. During the final week of the blackout period, you can call (866) 669-4015 to check on the status of the transition.

This notice is to inform you that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, you will be unable to trade in Adams Express Common Stock (including options and derivatives) during the blackout period for the Thrift Plan.

SEC rules require that during such blackout periods, executive officers and directors are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of the company (in this case, Adams Express) acquired by the individual in connection with his or her service as an executive officer or director. “Equity securities” are defined broadly to include options and other derivatives. Covered transactions are not limited to those involving direct ownership, but include any transaction in which the executive officer or director has a pecuniary interest.

If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.

If you have any questions about the blackout period, please feel free to call me at (410) 752-5900 (or use 800-638-2479). Thank you.

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