-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, N8yKuiZoKqeusoK9c40p4ARg6DknL19EEk+LF4NT/TqbUmEtCzz6jgT83Apv6cAT hx2xVMeJUrbCszNIKCw3QA== 0000950152-94-001062.txt : 19941028 0000950152-94-001062.hdr.sgml : 19941028 ACCESSION NUMBER: 0000950152-94-001062 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941027 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT NORTHERN IRON ORE PROPERTIES CENTRAL INDEX KEY: 0000043410 STANDARD INDUSTRIAL CLASSIFICATION: 6795 IRS NUMBER: 410788355 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33071 FILM NUMBER: 94555434 BUSINESS ADDRESS: STREET 1: W-1290 FIRST NATIONAL BANK BLDG STREET 2: 332 MINNESOTA ST CITY: SAINT PAUL STATE: MN ZIP: 55101-1361 BUSINESS PHONE: 6122242385 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OGLEBAY NORTON CO CENTRAL INDEX KEY: 0000073918 STANDARD INDUSTRIAL CLASSIFICATION: 4400 IRS NUMBER: 340158970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1100 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2598 BUSINESS PHONE: 2168613300 MAIL ADDRESS: STREET 1: 1100 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114-2598 SC 13D 1 OGLEBAY NORTON SCHEDULE 13D 1 Page 1 of 9 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5 )* --------- Great Northern Iron Ore Properties ---------------------------------------------------------------- (Name of Issuer) Certificates of Beneficial Interest ---------------------------------------------------------------- (Title of Class of Securities) 391064102 ---------------------------------------------------------------- (CUSIP Number) Thompson, Hine and Flory, 1100 National City Bank Building Cleveland, Ohio 44114, Attention: Gregory A. Smith, Esq. (216) 566-5653 - ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 27,1994 ---------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). 2 Page 2 of 9 Pages SCHEDULE 13D CUSIP 391064102 ------------- - ----------------------------------------------------------------------------- /X/ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oglebay Norton Company - ----------------------------------------------------------------------------- / / 2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- / / 3 SEC USE ONLY - ----------------------------------------------------------------------------- / / 4 SOURCE OF FUNDS - ----------------------------------------------------------------------------- / / 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- /X/ NUMBER OF 7 SOLE VOTING POWER SHARES None --------------------------------------------------- BENEFICIALLY /X/ OWNED BY 8 SHARED VOTING POWER EACH None --------------------------------------------------- /X/ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 144,100 WITH --------------------------------------------------- /X/ 10 SHARED DISPOSITIVE POWER None - ----------------------------------------------------------------------------- /X/ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,100 - ----------------------------------------------------------------------------- / / 12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.61% - ----------------------------------------------------------------------------- /X/ 14 TYPE OF REPORTING PERSON Co.
3 Page 3 of 9 Pages This Amendment No. 5 amends the Schedule 13D (the "original Schedule 13D"), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4 thereto, each filed with the Securities and Exchange Commission by Oglebay Norton Company, a Delaware corporation ("Oglebay Norton") in respect of its ownership of the shares of beneficial trust interest (the "Certificates") of Great Northern Iron Ore Properties (the "Trust"). Items and sections of the original Schedule 13D and the amendments thereto not changed by this Amendment No. 5 have been omitted. Item 2. Identity and Background. - ------ ----------------------- This Amendment No. 5 is filed on behalf of Oglebay Norton Company ("Oglebay Norton"). Oglebay Norton is a Delaware corporation with its principal executive offices at 1100 Superior Avenue, Cleveland, Ohio 44114. Oglebay Norton is a Cleveland-based raw materials and Great Lakes marine transportation company serving the steel, ceramic, chemical, and oil and gas well service industries with iron ore and other minerals and supplying manufactured products used in hot metal processing. Filed as Appendix I to this Amendment No. 5 is a list of the executive officers and directors of Oglebay Norton, containing the following information with respect to each of them: (a) name, (b) business address, and (c) present principal occupation or employment, and the name and, if different than such person's business address, the address of any corporation or other organization in which such employment is conducted. Each person listed in Appendix I is a United States citizen. During the past five years, neither Oglebay Norton, nor, to the best of Oglebay Norton's knowledge, any person named in Appendix I (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is made 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. * * * 4 Page 4 of 9 Pages Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ Oglebay Norton beneficially owns 144,100 Certificates, which as of 10/27/94 represented 9.61% of the aggregate number outstanding Certificates of the Trust. Filed as Appendix II to this Amendment No. 5 is a list of the persons who hold a beneficial interest in the Certificates of the Trust owned by Oglebay Norton. Filed as Appendix III to this Amendment No. 5 is list of the transactions in the Certificates by Oglebay Norton that were effected during the past 60 days or since the most recent filing by Oglebay Norton on Schedule 13D in respect of the Certificates, which is less. To the best of Oglebay Norton's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, the Certificates. * * * [Following page is the signature page] 5 Page 5 of 9 Pages Signature --------- After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 27, 1994 OGLEBAY NORTON COMPANY ---------------- By: /s/ Richard J. Kessler ------------------------ Vice President-Finance and Development 6 Page 6 of 9 Pages APPENDIX I INFORMATION RELATING TO EXECUTIVE OFFICERS AND DIRECTORS OF OGLEBAY NORTON COMPANY OFFICERS -------- The following is a list of the executive officers and directors of Oglebay Norton Company as of the date of this Amendment No. 5. The business address for each of the executive officers is Oglebay Norton Company, 1100 Superior Avenue, Cleveland, Ohio 44114-2598.
Name Title ---- ----- R. T. Green, Jr. Chairman, President and Chief Executive Officer and Director T. J. Croyle Vice President-Refractories and Minerals E. G. Jaicks Vice President-Marketing R. J. Kessler Vice President-Finance and Development H. W. Ruf Vice President-Administrative and Legal Affairs J. L. Selis Vice President-Iron Ore S. H. Theis Vice President-Marine Transportation
7 Page 7 of 9 Pages DIRECTORS ---------
Name Business Address Occupation ---- ---------------- ---------- B. D. Baird 1350 One M&T Plaza Private Investor Buffalo, New York 14203 M. E. Bank Thompson, Hine and Flory Attorney, Partner 1100 National City Bank Thompson, Hine and Flory Building Cleveland, Ohio 44114-3070 W. G. Bares The Lubrizol Corporation President and Chief Operat- 29400 Lakeland Boulevard ing Officer, The Lubrizol Wickliffe, Ohio 44092-2298 Corporation A. C. Bersticker Ferro Corporation President and Chief Execu- 1000 Lakeside Avenue tive Officer, Ferro Corpora- Cleveland, Ohio 44114 tion J. J. Dwyer Oglebay Norton Company Retired, Attorney, Partner, 1100 Superior Avenue Thompson, Hine and Flory; Cleveland, Ohio 44114-2598 Retired, Vice Chairman of the Board of Directors and President of the Company R. T. Green, Jr. Oglebay Norton Company Chairman, President and 1100 Superior Avenue Chief Executive Officer Cleveland, Ohio 44114-2598 and Director of the Company R. D. Ketchum RDK Capital, Inc. President and Chief Execu- 100 Corporate Circle tive Officer, RDK Capital, 30050 Chagrin Boulevard Inc. Pepper Pike, Ohio 44124 H. S. Richey Richey Coal Company Retired, President, Richey P. O. Box 1010 Coal Company Hot Springs, Virginia 24445 R. D. Thompson Oglebay Norton Company Vice Chairman of the Board 1100 Superior Avenue of Directors of the Company Cleveland, Ohio 44114-2598 J. D. Weil Clayton Management Co. President, Clayton Manage- 509 Olive St., Suite 705 ment Co. St. Louis, Missouri 63101 F. R. White, Jr. Oglebay Norton Company Vice Chairman Emeritus of 1100 Superior Avenue the Board of Directors of Cleveland, Ohio 44114-2598 the Company
8 Page 8 of 9 Pages APPENDIX II BENEFICIAL INTERESTS IN THE CERTIFICATES
Number of Certificates Name, Address and Position Beneficially Owned - -------------------------- ------------------ None
9 Page 9 of 9 Pages APPENDIX III TRANSACTIONS IN THE CERTIFICATES SINCE (INSERT DATE 60 DAYS PRECEDING DATE OF THIS AMENDMENT OR LAST SCHEDULE 13D OR AMENDMENT FILING)
Number of Purchase/ Price Per Type of Date Certificates Sale Share Transaction ---- ------------ --------- --------- ----------- July 22, 1994 5000 Sale $41.00 Open Market August 26, 1994 900 Sale $45.00 Open Market September 1, 1994 3100 Sale $45.00 Open Market September 8, 1994 5000 Sale $47.00 Open Market September 12, 1994 2000 Sale $48.50 Open Market
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