-----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, Q+ZhojJVcdJohmTX9f6who/rAdec1tIsTRCiXljHdqodYNCZzdA9PZmILbqb9vmD 32BPrOhntj5OdSft5TUZ9Q== 0000912057-97-005462.txt : 19970222 0000912057-97-005462.hdr.sgml : 19970222 ACCESSION NUMBER: 0000912057-97-005462 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INLAND STEEL INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000790528 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 363425828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37208 FILM NUMBER: 97534802 BUSINESS ADDRESS: STREET 1: 30 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123460300 MAIL ADDRESS: STREET 1: 30 WEST MONROE STREET STREET 2: 16TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INLAND STEEL INDUSTRIES THRIFT PLAN ESOP TRUST CENTRAL INDEX KEY: 0001020868 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O LASALLE NATIONAL TRUST N A STREET 2: 135 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-904-2300 MAIL ADDRESS: STREET 1: LASALLE NATIONAL TRUST NA STREET 2: 135 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G/A 1 SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Inland Steel Industries, Inc. ----------------------------- (Name of Issuer) Common Stock, $1.00 par value ----------------------------- (Title of Class of Securities) 457472 10 8 ----------- (CUSIP Number) * 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 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). - ------------------------------------------------------------------------------- CUSIP No. 457472-10-8 13G ----------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons The INLAND STEEL INDUSTRIES THRIFT PLAN ESOP TRUST (the "Trust"). - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) / / (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Citizenship or Place of Organization The agreement establishing the Trust is to be construed according to the laws of the State of Illinois to the extent such laws are not preempted by federal law. - ------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power Beneficially 0 Owned by -------------------------------------------------- Each Reporting (6) Shared Voting Power Person With (As of 12/31/96) 3,080,790.05 (See Item 4) -------------------------------------------------- (7) Sole Dispositive Power (As of 12/31/96) 3,080,790.05 (See Item 4) -------------------------------------------------- (8) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 3,080,790.05 (As of 12/31/96, see Item 4) - ------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* / / Not Applicable - ------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 5.9% (See Item 4) - ------------------------------------------------------------------------------- (12) Type of Reporting Person* EP (See Item 3) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP No. 457472-10-8 13G ----------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons LASALLE NATIONAL BANK AS SUCCESSOR OF LASALLE NATIONAL TRUST, N.A. (not in its individual or corporate capacity but as trustee of the Trust or in agency or fiduciary capacities unrelated to the Trust, see Item 4) (Tax Identification No. 36-1521370) (the "Trustee"). - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) / / (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Citizenship or Place of Organization The Trustee is a national banking association organized under the laws of the United States. - ------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power Beneficially 0 Owned by -------------------------------------------------- Each Reporting (6) Shared Voting Power Person With (As of 12/31/96) 3,910,500.05 (See Item 4) -------------------------------------------------- (7) Sole Dispositive Power (As of 12/31/96) 3,080,790.05 (See Item 4) -------------------------------------------------- (8) Shared Dispositive Power 829,710 (See Item 4) - ------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 3,910,500.05 (As of 12/31/96, see Item 4) - ------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* / / Not Applicable - ------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 7.5% (See Item 4) - ------------------------------------------------------------------------------- (12) Type of Reporting Person* BK (See Item 3) - ------------------------------------------------------------------------------- The Trust was established by the Inland Steel Industries Thrift Plan ESOP Trust Agreement as of July 7, 1989 (the "Trust Agreement") to carry out the purposes of the Inland Steel Industries Thrift Plan, adopted and effective January 1, 1975, as amended and restated as of July 1, 1996 (the "ESOP"). On July 1, 1996, the Trustee became trustee of the Trust. The filing of this Schedule 13G does not constitute, and shall not be construed as, an admission that the Reporting Persons (as defined below in Item 2(a)) are, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owners of any securities covered by this Statement. ITEM 1(a). NAME OF ISSUER: The name of the issuer is Inland Steel Industries, Inc. (the "Issuer"). ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: The address of the principal executive offices of the Issuer is 30 West Monroe, Chicago, Illinois 60603. ITEM 2(a). NAME OF PERSON FILING: The persons filing this Statement are the Trust and the Trustee (the "Reporting Persons"). A Resolution of the Board of Directors of the Trustee authorizing the undersigned Corporate Trust Officer to sign this Schedule 13G on behalf of the Trust and the Trustee is attached hereto as Exhibit A. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: The address of the Trust and its principal place of business is c/o LaSalle National Bank, 135 South LaSalle Street, Chicago, Illinois 60603. The address of the Trustee is 135 South LaSalle Street, Chicago, Illinois 60603. ITEM 2(c). CITIZENSHIP OR PLACE OR ORGANIZATION: The Trustee is a national banking association organized under the laws of the United States. The Trust is administered pursuant to the Trust Agreement, which is to be construed and administered according to the laws of the State of Illinois to the extent such laws are not preempted by the laws of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: The class of equity securities to which this Statement relates is the common stock, $1.00 par value, of the Issuer (the "Common Stock"). ITEM 2(e). CUSIP NUMBER: The CUSIP number of the Common Stock is 457472-10-8. ITEM 3. The Reporting Persons are as follows: The Trustee is a: (b) [X] Bank as defined in Section 3(a)(6) of the Act. The Trust is an: (f) [X] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1972 ("ERISA") or Endowment Fund; See Section 240.13d-1(b)(1)(ii)(F). ITEM 4. OWNERSHIP: BENEFICIAL OWNERSHIP BY THE TRUST: (a) Amount Beneficially Owned (as of 12/31/96): . . . . . . . .3,080,790.05(1) (b) Percent of Class (as of 12/31/96):. . . . . . . . . . . . . . . . 5.9%(1) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote. . . . . . . . . . . . . .0 (ii) shared power to vote or to direct the vote. . . . . . 3,080,790.05(1) (iii) sole power to dispose or to direct the disposition of. . . . . . . . . . . . . . . . . . . . . . . . . .3,080,790.05(1) (iv) shared power to dispose or to direct the disposition of . . . . . .0 BENEFICIAL OWNERSHIP BY THE TRUSTEE: (a) Amount Beneficially Owned (as of 12/31/96): . . . . . . . .3,910,500.05(2) (b) Percent of Class (as of 12/31/96):. . . . . . . . . . . . . . . . 7.5%(2) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote. . . . . . . . . . . . . 0 (ii) shared power to vote or to direct the vote. . . . . .3,910,500.05(2) (iii) sole power to dispose or to direct the disposition of. . . . . . . . . . . . . . . . . . . . . . . . . .3,080,790.05(2) (iv) shared power to dispose or to direct the disposition of. . . . . . . . . . . . . . . . . . . . . . . . . . . . 829,710 -------------------------- (1) Participants in the ESOP (the "ESOP Participants") have the right to direct the Trustee in the voting of Common Stock and Series E ESOP Convertible Preferred Stock, $1.00 par value (the "Series E Preferred Stock"), allocated to their accounts on all matters required to be submitted to a vote of shareholders. The Series E Preferred Stock and the Common Stock vote together in one class on all matters submitted to a vote of shareholders. Each share of Series E Preferred Stock entitles the holder thereof to 1.25 votes on all matters submitted to a vote of the shareholders of the Issuer. If no directions are received as to voting of allocated shares, the Trustee votes such shares in the same proportion as the allocated shares for which the Trustee receives directions from ESOP Participants. The unallocated shares of Common Stock and Series E Preferred Stock are also voted by the Trustee in the same proportion as the allocated shares for which the Trustee receives directions from ESOP Participants. Additionally, the Trustee has the authority to dispose of allocated and unallocated shares in its discretion. Because the Trustee has investment and voting discretion over allocated and unallocated shares under certain circumstances, such shares may be deemed beneficially owned by the Trust and the Trustee under such circumstances. Accordingly, the shares listed as beneficially owned by the Trust include: (a) 1,633,148.064 shares of Series E Preferred Stock (convertible into 1,633,148.064 shares of Common Stock) which are not allocated to the individual accounts of the ESOP Participants; (b) 1,447,639.723 shares of Series E Preferred Stock (convertible into 1,447,639.723 shares of Common Stock) which are allocated to the accounts of the ESOP Participants; and 2.263 Shares of Series E Preferred Stock (convertible into 2.263 shares of Common Stock) which are in an ESOP Holding Account. The filing of this Schedule 13G, however, does not constitute, and shall not be construed as, an admission that the Trust is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Statement. (2) The shares listed as beneficially owned by the Trustee include: (i) 3,080,790.05 shares of Series E Preferred Stock held by the Trustee solely in its capacity as trustee of the Trust (see discussion in note 1 above) and (ii) 829,710 shares of Common Stock held by the Trustee in agency or fiduciary capacities unrelated to the Trust on behalf of certain participants in the Issuer's 401(k) Plan (the "401(k) Participants"). Such shares are voted as directed by the 401(k) Participants. If no directions are received from the 401(k) Participants, the Trustee votes such shares in the same proportion as the shares for which the Trustee receives directions from the 401(k) Participants. Because the Trustee has, under certain circumstances, investment and voting discretion over allocated and unallocated shares and over the shares of Common Stock held in agency or fiduciary capacities unrelated to the Trust, such shares may be deemed beneficially owned by the Trust and the Trustee under such circumstances. The filing of this Schedule 13G, however, does not constitute, and shall not be construed as, an admission that the Trustee is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Statement. 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: Subject to the terms and conditions of the Trust and the ESOP, ESOP Participants are entitled to receive certain distributions or assets held by the Trust. Such distributions may include proceeds from dividends on, or the sale of, shares of Common Stock or Series E Preferred Stock, reflected in this Schedule 13G. 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: Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable. ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing control of the Issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes of effect. 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: February 13, 1997 THE INLAND STEEL INDUSTRIES THRIFT PLAN ESOP TRUST by LASALLE NATIONAL BANK AS SUCCESSOR OF LASALLE NATIONAL TRUST, N.A. (not in its individual or corporate capacity but solely as Trustee) By: /S/ JEFFREY S. SCHIEDEMEYER --------------------------------- Jeffrey S. Schiedemeyer Its: Assistant Vice President LASALLE NATIONAL BANK AS SUCCESSOR OF LASALLE NATIONAL TRUST, N.A. (not in its individual or corporate capacity but as Trustee of the Inland Steel Industries Thrift Plan ESOP Trust and in agency or fiduciary capacities unrelated to the Trust) By: /s/ Jeffrey S. Schiedemeyer ------------------------------------ Jeffrey S. Schiedemeyer Its: Assistant Vice President EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE A Resolution of Board of Directors authorizing Jeffrey S. Schiedemeyer to sign on behalf of the Trust and the Trustee. LASALLE NATIONAL BANK - ------------------------------------------------------------------------------- 135 South LaSalle Street Chicago, Illinois 60690 EXTRACT FROM THE BYLAWS SECTION 9.2. EXECUTION OF INSTRUMENTS. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted for the bank by the chairman of the board, or the vice chairman of the board, or the president, or any executive vice president, or any senior vice president, or any vice president, or the secretary, or the cashier, or, if in connection with the exercise of fiduciary powers of the bank by any of said officers or by any officer in the trust department. Any such instruments may also be signed, executed, acknowledged, verified, delivered or accepted for the bank in such other manner and by such other officers as the board may from time to time direct. The provisions of this Section 9.2 are supplementary to any other provisions of these bylaws. RESOLUTION OF THE BOARD OF DIRECTORS The Board of Directors, at a meeting held March 20, 1991, adopted the following Resolution: RESOLVED, 1. Either the chairman of the board or any vice chairman of the board, or the president, or any executive vice president, or any senior vice president, or any vice president, or any assistant vice president, is hereby authorized in said officer's discretion, to do or perform any or all corporate and official acts in carrying on the business of the bank, either of its own or when acting in any fiduciary capacity whatsoever, and said officer is hereby empowered in said officer's discretion to appoint all necessary agents and attorneys; also, to make, execute and acknowledge all deeds, conveyances, mortgages, releases, leases, agreements, contracts, bills of sale, assignments, powers of attorney, or of substitution, proxies, certificates, declarations, receipts, discharges, satisfactions, settlements, petitions, schedules, accounts, affidavits, indemnity bonds and other instruments in writing in connection with the purchase, sale, mortgage, exchange, lease, assignment, transfer, management or handling in any way of any property, real or personal, of any description, held or controlled by the bank, either in its own right, or in any fiduciary capacity and either the cashier, or any assistant cashier, the secretary, or any assistant secretary is authorized to attest and affix the corporate seal to any and all instruments in writing, requiring such attestation, or which are executed under seal. The enumeration of particular powers in this resolution shall not restrict or be taken to restrict in any way, the general powers and authorities otherwise given to said officers or any of them. 2. FURTHER RESOLVED, That either the chairman of the board, or any vice chairman of the board, or the president is hereby authorized to designate any other officer of any employee to do or perform any or all such corporate and official acts in carrying on the business of the bank, either of its own or when acting in any fiduciary capacity whatsoever, that said designating officer has been empowered to perform by resolution of this board of directors. 3. All bonds, debentures, notes or other obligations of any corporation, state, public agency or political subdivision; all stock certificates, voting trust certificates, warrants, scrip certificates or other instruments to be signed or countersigned by this bank as transfer agent, registrar or in any other agency capacity; all certificates of deposit or deposit receipts to be signed by this bank as depository, may be signed for this bank by any officer of this bank (except the auditor or an assistant auditor) or by such of the employees of this bank in the trust department as shall from time to time be designated by the officer in charge of the trust department, and for such purpose only, each employee who shall be so designated, is hereby appointed and authorized to so sign as an assistant trust officer, assistant secretary and an authorized officer of this bank. STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, Gregory P. Angelopoulos (Cashier), (Secretary), (Assistant Secretary), do hereby certify that the above and foregoing is a correct copy of an extract from Section 9.2 of the Bylaws and the resolution of the Board of Directors of LaSalle National Bank, Chicago, Illinois, in full force and effect at this date. I further certify that the individual(s) whose name(s) and signature(s) appear(s) below (is) (are) authorized to act and sign for and on behalf of LaSalle National Bank, Chicago, Illinois. /s/ Jeffrey S. Schiedemeyer - ------------------------------------------- Jeffrey S. Schiedemeyer Vice President WITNESS my hand and the corporate seal of said Bank this 3rd day of February, A.D., 1997. /s/ Gregory P. Angelopoulos ------------------------------------------- (Cashier) (Secretary) (Assistant Secretary) -----END PRIVACY-ENHANCED MESSAGE-----