-----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, E9ybU5n9LEPg2xjxcwhwUaqpuMnznlahJJMrZvkm1u3A4vnNc2n7d7QWYOyLGS1z tlcUr7vtwmYoJ0HnCyU7Iw== 0000799005-97-000015.txt : 19970222 0000799005-97-000015.hdr.sgml : 19970222 ACCESSION NUMBER: 0000799005-97-000015 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OM GROUP INC CENTRAL INDEX KEY: 0000899723 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 521736882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42673 FILM NUMBER: 97526842 BUSINESS ADDRESS: STREET 1: 3800 TERMINAL TOWER STREET 2: 3800 TERMINAL TOWER CITY: CLEVELAND STATE: OH ZIP: 44113-2204 BUSINESS PHONE: 2167810083 MAIL ADDRESS: STREET 1: 3900 TERMINAL TOWER CITY: CLEVELAND STATE: OH ZIP: 44113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEIN ROE & FARNHAM INC /DE/ CENTRAL INDEX KEY: 0000799005 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363447638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE S WACKER DR STREET 2: 35TH FL CITY: CHICAGL STATE: IL ZIP: 60606 BUSINESS PHONE: 3123687700 MAIL ADDRESS: STREET 1: ONE SOUTH WACKER DR STREET 2: 35TH FL CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 HOLDINGS 5% UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* OM GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 670872100 (CUSIP Number) Is a fee being paid with this statement: ( )Yes ( X )No *The remainder of this 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 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). 13G CUSIP No. 670872100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE & FARNHAM INCORPORATED 36-3447638 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Delaware Corporation Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power 1,414,950 shares 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 1,414,950 shares 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 7.60% 12. Type of Reporting Person IA 13G CUSIP No. 670872100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE SPECIAL FUND 36-2653217 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Massachusetts, USA Number of shares beneficially owned by each reporting person with 5. Sole voting power 1,009,500 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 1,009,500 shares 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 5.42% 12. Type of Reporting Person IV Item 1(a). Name of Issuer: OM GROUP, INC. Item 1(b). Address of Issuer's Principal Executive Office: Tower City 3800 Terminal Tower Cleveland, Ohio 44113-2204 Item 2(a). Name of Person Filing: Stein Roe & Farnham Incorporated, jointly on its own behalf and on behalf of Stein Roe Special Fund, a portfolio series of Stein Roe Investment Trust Item 2(b). Address of Principal Business Office: One South Wacker Drive Chicago, IL 60606 Item 2(c). Citizenship: Delaware Corporation Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 670872100 Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether person filing is a: (e) [XX] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership: (a) Amount beneficially owned: 1,414,950 shares (b) Percent of Class: 7.60% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,009,500 shares (Stein Roe Special Fund) (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition: 1,414,950 shares (Stein Roe & Farnham Incorporated) (iv) shared power to dispose or to direct the disposition: -0- 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: Stein Roe Special Fund, which possesses sole power to vote 1,009,500 shares, is a portfolio series of Stein Roe Investment Trust, a Massachusetts business trust, which is a registered open-end investment company of which Stein Roe & Farnham Incorporated is investment adviser. 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 the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or 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 12, 1997 By: /s/ Jilaine Hummel Bauer Jilaine Hummel Bauer Senior Vice President & General Counsel AGREEMENT WITH REGARD TO JOINT FILING OF SCHEDULE 13G made this 12th day of February, 1997, by and between STEIN ROE & FARNHAM INCORPORATED, a Delaware Corporation ("SR&F") and STEIN ROE INVESTMENT TRUST, a Massachusetts business trust, on behalf of its series, STEIN ROE SPECIAL FUND ("Special Fund") WITNESSETH: Whereas, SR&F has investment discretion with respect to the portfolio investments of Special Fund, and may therefore be considered a "beneficial owner" of such portfolio investments pursuant to Regulation 13D-G (the "Regulation") of the Securities and Exchange Commission; and, Whereas, Special Fund retains voting authority with regard to its portfolio investments and may therefore also be considered a "beneficial owner" of such portfolio investments pursuant to the Regulation; and, Whereas, due to such multiple definitions of beneficial ownership, both SR&F and Special Fund may be deemed to have incurred an obligation to report beneficial ownership of certain of Special Fund's portfolio holdings as of December 31, 1996; and, Whereas, the Regulation authorizes "joint" filing of a single Schedule 13G when two or more eligible persons incur an obligation to report with respect to the same securities; NOW THEREFORE, Stein Roe Investment Trust on behalf of Special Fund and SR&F agree that SR&F shall be authorized to file a single Schedule 13G, and any necessary amendments thereto, on behalf of itself and on behalf of Special Fund, with respect to each of Special Fund's holdings as to which such a report must be made. STEIN ROE INVESTMENT TRUST /s/ Jilaine Hummel Bauer, Executive Vice President Attest: /s/ Janet B. Rysz, Assistant Secretary STEIN ROE & FARNHAM INCORPORATED /s/ Jilaine Hummel Bauer, Senior Vice President and General Counsel /s/ Scott P. Pedersen, Vice President UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* OM GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 670872100 (CUSIP Number) Is a fee being paid with this statement: ( )Yes ( X )No *The remainder of this 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 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). 13G CUSIP No. 670872100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE & FARNHAM INCORPORATED 36-3447638 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Delaware Corporation Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power 947,900 shares 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 947,900 shares 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 7.63% 12. Type of Reporting Person IA 13G CUSIP No. 670872100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE SPECIAL FUND 36-2653217 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Massachusetts, USA Number of shares beneficially owned by each reporting person with 5. Sole voting power 673,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 673,000 shares 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 5.42% 12. Type of Reporting Person IV Item 1(a). Name of Issuer: OM GROUP, INC. Item 1(b). Address of Issuer's Principal Executive Office: Tower City 3800 Terminal Tower Cleveland, Ohio 44113-2204 Item 2(a). Name of Person Filing: Stein Roe & Farnham Incorporated, jointly on its own behalf and on behalf of Stein Roe Special Fund, a portfolio series of Stein Roe Investment Trust Item 2(b). Address of Principal Business Office: One South Wacker Drive Chicago, IL 60606 Item 2(c). Citizenship: Delaware Corporation Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 670872100 Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether person filing is a: (e) [XX] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership: (a) Amount beneficially owned: 947,900 shares (b) Percent of Class: 7.63% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 673,000 shares (Stein Roe Special Fund) (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition: 947,900 shares (Stein Roe & Farnham Incorporated) (iv) shared power to dispose or to direct the disposition: -0- 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: Stein Roe Special Fund, which possesses sole power to vote 673,000 shares, is a portfolio series of Stein Roe Investment Trust, a Massachusetts business trust, which is a registered open-end investment company of which Stein Roe & Farnham Incorporated is investment adviser. 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 the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or 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 12, 1996 By: /s/ Philip D. Hausken, Vice President UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* OM GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 670872100 (CUSIP Number) Is a fee being paid with this statement: ( )Yes ( X )No *The remainder of this 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 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). 13G CUSIP No. 670872100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE & FARNHAM INCORPORATED 36-3447638 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Delaware Corporation Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power 662,000 shares 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 662,000 shares 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 5.31% 12. Type of Reporting Person IA 13G CUSIP No. 670872100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE SPECIAL FUND 36-2653217 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Massachusetts, USA Number of shares beneficially owned by each reporting person with 5. Sole voting power 633,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 633,000 shares 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 5.08% 12. Type of Reporting Person IV Item 1(a). Name of Issuer: OM GROUP, INC. Item 1(b). Address of Issuer's Principal Executive Office: Tower City 3800 Terminal Tower Cleveland, Ohio 44113-2204 Item 2(a). Name of Person Filing: Stein Roe & Farnham Incorporated, jointly on its own behalf and on behalf of Stein Roe Special Fund, a portfolio series of Stein Roe Investment Trust Item 2(b). Address of Principal Business Office: One South Wacker Drive Chicago, IL 60606 Item 2(c). Citizenship: Delaware Corporation Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 670872100 Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether person filing is a: (e) [XX] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership: (a) Amount beneficially owned: 662,000 shares (b) Percent of Class: 5.31% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 633,000 shares (Stein Roe Special Fund) (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition: 662,000 shares (Stein Roe & Farnham Incorporated) (iv) shared power to dispose or to direct the disposition: -0- 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: Stein Roe Special Fund, which possesses sole power to vote 633,000 shares, is a portfolio series of Stein Roe Investment Trust, a Massachusetts business trust, which is a registered open-end investment company of which Stein Roe & Farnham Incorporated is investment adviser. 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 the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or 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, 1995 By: /s/ Keith J. Rudolf, Senior Vice President and General Counsel UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OM GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 670872100 (CUSIP Number) Is a fee being paid with this statement: ( X )Yes ( )No *The remainder of this 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 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). 13G CUSIP No. 670872100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE & FARNHAM INCORPORATED 36-3447638 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Delaware Corporation Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power 646,500 shares 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 646,5500 shares 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 5.67% 12. Type of Reporting Person IA 13G CUSIP No. 670872100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE SPECIAL FUND 36-2653217 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Massachusetts, USA Number of shares beneficially owned by each reporting person with 5. Sole voting power 625,300 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 625,300 shares 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 5.48% 12. Type of Reporting Person IV Item 1(a). Name of Issuer: OM GROUP, INC. Item 1(b). Address of Issuer's Principal Executive Office: Tower City 3800 Terminal Tower Cleveland, Ohio 44113-2204 Item 2(a). Name of Person Filing: Stein Roe & Farnham Incorporated, jointly on its own behalf and on behalf of Stein Roe Special Fund Item 2(b). Address of Principal Business Office: One South Wacker Drive Chicago, IL 60606 Item 2(c). Citizenship: Delaware Corporation Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 670872100 Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether person filing is a: (e) [XX] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership: (a) Amount beneficially owned: 646,500 shares (b) Percent of Class: 5.67% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 625,300 shares (Stein Roe Special Fund) (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition: 646,500 shares (Stein Roe & Farnham Incorporated) (iv) shared power to dispose or to direct the disposition: -0- 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: Stein Roe Special Fund, which possesses sole power to vote 625,300 shares, is a portfolio series of Stein Roe Investment Trust, a Massachusetts business trust, which is a registered open-end investment company of which Stein Roe & Farnham Incorporated is investment adviser. 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 the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or 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 11, 1994 By: /s/ Keith J. Rudolf, Senior Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----