Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Weis Markets,
Inc.
(Name
of Issuer)
Common Stock, no par
value
(Title
of Class of Securities)
948849-104
(CUSIP
Number)
Ellen W. P. Wasserman
1000
South Second Street
P.O.
Box 471
Sunbury,
Pennsylvania 17801-0471
(570)
286-4571
(Name,
Address and Telephone Number of Person Authorized
to
Receive
Notices and Communications)
September 15,
2004
(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 that is
the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or
13d-1(g),
check the following box. o
CUSIP NO. 948849-104
1) Names
of Reporting Persons, I.R.S. Identification Nos. of Above
Persons (entities only)
Ellen W. P.
Wasserman
2) Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
X
(b)
3) SEC
Use
Only
4) Source
of Funds (See Instructions)
OO
5) Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship
or Place of Organization
U.S.A.
Number
of (7) Sole
Voting
Power
3,104,424
Shares
Bene-
ficially (8) Shared
Voting
Power
0
Owned
by
Each
Report- (9) Sole
Dispositive Power
3,104,424
ing
Person
With (10) Shared
Dispositive Power
0
11) Aggregate
Amount Beneficially Owned by Each Reporting Person
3,104,424
12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13) Percent
of Class Represented by Amount in Row
(11) 11.5%
14) Type
of Reporting Person (See Instructions)
IN
Item 1. Security and Issuer.
Common
Stock, no par value (the "Common Stock"), of Weis Markets, Inc.
(the "Company"),
1000 South Second Street, P.O. Box 471, Sunbury, PA
17801-0471.
Item 2. Identity and Background.
(a) Name
of Person Filing: Ellen W. P. Wasserman
(b) Residence
or Business Address: Weis Markets,
Inc.
c/o
Robert F. Weis
1000
South Second Street
P.O.
Box 417
Sunbury,
PA 17801-0471
(c) Present Principal Occupation: Retired
(d) During
the last five years, the undersigned has not been convicted in
a criminal proceeding
(excluding
traffic violations or similar misdemeanors).
(e) During
the last five years, the undersigned was not a party to a civil
proceeding of a
judicial
or administrative body of competent jurisdiction as a result of
which the
undersigned
was or is subject to a judgment, decree or final order
enjoining future
violations
of, or prohibiting or mandating activities subject to, federal
or state securities
laws
or finding any violation with respect to such laws.
(f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds or Other
Consideration.
Ellen
W. P. Wasserman, the undersigned, has been a beneficial
owner, as defined in Rule 13d-3, of
more than 5% of the Common Stock of the Company since it
went public in 1965. Ellen W.P.
Wasserman and Robert F. Weis, her brother, control 58.2% of
the voting power and have agreed to act
together for the purpose of voting equity securities of the
Company. Therefore they are a group
within
the meaning of Section 13(d)(3) of the Act. Prior
to the formation of this group, Mrs. Wasserman
and
Mr. Weis each filed a Schedule 13G with the SEC.
Item 4. Purpose of Transaction.
See
Item 3. Except as described below, the undersigned does not
presently have any plans or
proposals which relate to or would result in:
(a) The
acquisition by any person of additional securities of the
Company or the disposition
of
securities of the Company;
(b) An
extraordinary corporate transaction, such as a merger,
reorganization or liquidation,
involving
the Company or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Company
or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the
Company, including
any
plans or proposals to change the number or term of directors or
to fill any existing
vacancies
on the board;
(e) Any material change in the present capitalization or dividend policy of the Company;
(f) Any other material change in the Company's business or corporate structure;
(g) Changes
in the Company's charter, bylaws or instruments corresponding
thereto or other
actions
which may impede the acquisition of control of the Company by
any person;
(h) Causing
a class of securities of the Company to be delisted from a
national securities
exchange
or to cease to be authorized to be quoted in an interdealer
quotation system of
a
registered national securities association;
(i) A
class of equity securities of the Company becoming eligible for
termination of
registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j) Any action similar to any of those enumerated above.
Mrs.
Wasserman currently plans to transfer some shares of the common
stock to an entity in which
she will have no voting control or dispositive
power. However, in all events, she will retain
no less than
3.5% of the outstanding shares.
Item 5. Interest in Securities of the
Issuer.
(a) The
undersigned beneficially owns (as defined in Rule 13d-3)
3,104,424 shares of Common
Stock,
or approximately 11.5% of the 27,077,444 outstanding shares on
the date of this filing.
Mrs. Wasserman
has sole voting and dispositive power as to all 3,104,424
shares listed. Mrs.
Wasserman
files as a group, within the meaning of Section
13(d)(3) of the Act, with Robert F.
Weis. Mr.
Weis beneficially owns 12,631,996 shares of Common
Stock, or approximately
46.7%
of the outstanding shares. As a group, Mrs. Wasserman
and Mr. Weis beneficially own
58.1%
of the outstanding shares.
(b) The undersigned has sole
voting and dispositive power over all 3,104,424 shares of
Common
Stock held. The
following information is correct to the best
knowledge and belief of the
undersigned:
Robert
F. Weis is a citizen of the United States of America. His
business address is Weis
Markets,
Inc., as stated in Item 2(b) above and he is Chairman of the
Board of Weis Markets, Inc.
Mr.
Weis has sole voting and dispositive power over all
12,631,996 shares of Common Stock held
by
him. This amount includes 6,649,087 shares held in trust under
the Will of Harry Weis, with
Mellon
Bank Corporation and Robert F. Weis as co-trustees.
To
the knowledge of the undersigned, Mr. Weis has not within the
past five years (a) been
convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b)
been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a
result
of which she was or is subject to a judgment, decree or final
order enjoining future
violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws
or finding
any violation with respect to such laws.
(c) The group to which this
filing relates was formed on September 15, 2004. There have
been no
transactions
in Common Stock effected by the undersigned since at
least 60 days prior to that date.
(d) The undersigned holds
3,104,424 shares of Common Stock and has sole voting and
dispositive
power
as to all shares listed. Dividends received on shares contained
in the trust under the Will
of
Harry Weis are shared between the undersigned and Mr. Weis.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities
of
the Issuer.
See
Items 3 and 5 above.
Item 7. Material to be filed as Exhibits.
None.
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.
/s/
Ellen W. P. Wasserman
Ellen
W. P. Wasserman
Date: September 15, 2004