-----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, IbJo2+wK0IPcxS4/aFQkXZd2qb5WWdQp6zqZ+Lml3jtLfPswIxW4/axHEZ1NZTPM LiGbTEqGREBL6YFLwnlYLQ== 0000950137-98-000518.txt : 19980218 0000950137-98-000518.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950137-98-000518 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: CSX SROS: NYSE GROUP MEMBERS: INLAND STEEL INDUSTRIES THRIFT PLAN ESOP TRUST GROUP MEMBERS: LASALLE NATIONAL BANK GROUP MEMBERS: THE INLAND STEEL INDUSTRIES GROUP MEMBERS: THRIFT PLAN ESOP TRUST 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: SEC FILE NUMBER: 005-37208 FILM NUMBER: 98541373 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 AMENDMENT #2 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Inland Steel Industries, Inc. (Name of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) 457472-108 (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). Page 1 of 9 Pages 2 SCHEDULE 13G CUSIP No. 457472108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Inland Steel Industries Thrift Plan ESOP Trust (the "Trust") - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] Not applicable - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 --------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES 3,014,548.05 (as of 12/31/97) BENEFICIALLY --------------------------------------------------------------- OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 3,014,548.05 (as of 12/31/97) --------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 --------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,014,548.05 (as of 12/31/97) - -------------------------------------------------------------------------------- 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) 5.80% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON EP - -------------------------------------------------------------------------------- Page 2 of 9 Pages 3 SCHEDULE 13G CUSIP No. 457472108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LaSalle National Bank (not in its individual or corporate capacity but as trustee of the Trust or in agency or fiduciary capacities unrelated to the Trust) (the "Trustee") FEIN #: 36-1521370 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] Not applicable - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 --------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES 3,860,273.05 (as of 12/31/97) BENEFICIALLY --------------------------------------------------------------- OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 3,014,548.05 (as of 12/31/97) --------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 845,725 (as of 12/31/97) --------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,860,273.05 (as of 12/31/97) - -------------------------------------------------------------------------------- 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) 7.42% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON BK - -------------------------------------------------------------------------------- Page 3 of 9 Pages 4 The Trust was established by the Inland Steel Industries Thrift Plan ESOP Trust Agreement as of July 7, 1989 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 Inland Steel Industries, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 30 West Monroe Chicago, Illinois 60603 ITEM 2(a). NAME OF PERSON FILING The persons filing this statement are the Trust and the Trustee. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 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 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 common stock, $1.00 par value, of the Issuer (the "Common Stock") ITEM 2(e). CUSIP NUMBER 457472-108 Page 4 of 9 Pages 5 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 a: (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. ITEM 4. OWNERSHIP Beneficial Ownership by the Trust: (A) Amount beneficially owned: 3,014,548.05 shares (1) (B) Percent of Class: 5.80% (C) Number of shares as to which such person has: (I) Sole power to vote or to direct the vote 0 shares (II) Shared power to vote or to direct the vote 3,014,548.05 shares (III) Sole power to dispose or to direct the disposition 3,014,548.05 shares __________________ (1) The shares listed as beneficially owned by the Trust include: (a) 1,471,470.284 shares of Series E ESOP Convertible Preferred Stock (the "Series E Preferred Stock") (convertible into 1,471,470.284 shares of Common Stock) which are not allocated to the individual accounts of the ESOP participants (the "Participants"); (b) 1,533,079.404 shares of Series E Preferred Stock (convertible into 1,533,079.404 shares of Common Stock) which are allocated to the individual accounts of the Participants; and (c) .58 shares of Series E Preferred Stock (convertible into .58 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. Page 5 of 9 Pages 6 (IV) Shared power to dispose or to direct the disposition 0 shares Beneficial Ownership by the Trustee: (A) Amount beneficially owned: 3,860,273.05 shares (2) (B) Percent of Class: 7.42% (C) Number of shares as to which such person has: (I) Sole power to vote or to direct the vote 0 shares (II) Shared power to vote or to direct the vote 3,860,273.05 shares (III) Sole power to dispose or to direct the disposition 3,014,548.05 shares (IV) Shared power to dispose or to direct the disposition 845,725 shares 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 __________________ (2) The shares listed as beneficially owned by the Trustee include (a) 3,014,548.05 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 (b) 845,725 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 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. Page 6 of 9 7 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 the control of an issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 7 of 9 8 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. February 17, 1998 THE INLAND STEEL INDUSTRIES THRIFT PLAN ESOP TRUST, by LASALLE NATIONAL BANK (not in its individual or corporate capacity but solely as Trustee) By: /s/ Gregory P. Angelopoulos -------------------------------------- Name: Gregory P. Angelopoulos ------------------------------------ Title: Assistant Vice President ----------------------------------- LASALLE NATIONAL BANK, TRUSTEE By: /s/ Gregory P. Angelopoulos -------------------------------------- Name: Gregory P. Angelopoulos ------------------------------------ Title: Assistant Vice President ----------------------------------- Page 8 of 9 9 EXHIBIT INDEX
Exhibit Number Description Page Number - -------------- ---------------------------------------------- ----------- 1 Resolution of Board of Directors authorizing Gregory P. Angelopoulos to sign on behalf of the Trust and the Trustee (previously filed as Exhibit A to the Amendment No. 1 to Schedule 13G filed on February 14, 1997)
Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----