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OMB EXP. 10-31-94
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
CBI Industries, Inc.
Common Stock
124800-10-3
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing 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).
*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 5 pages
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CUSIP NO. 124800-10-3 13G PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CBI SALARIED EMPLOYEE STOCK OWNERSHIP TRUST BY LASALLE NATIONAL TRUST,
N.A.
(NOT IN ITS INDIVIDUAL OR CORPORATE CAPACITY BUT SOLELY AS TRUSTEE) (TAX
IDENTIFICATION NO. 36-3697893)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 NOT APPLICABLE (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 LASALLE NATIONAL TRUST, N.A. IS A NATIONAL BANKING ASSOCIATION ORGANIZED
UNDER THE LAWS OF THE UNITED STATES.
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SOLE VOTING POWER
5 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 4,761,083.64 (AS OF 12/31/93)
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7 4,761,083.64 (AS OF 12/31/93)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 4,761,083.64
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 NOT APPLICABLE
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 11.54%
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TYPE OF REPORTING PERSON*
12 BK, EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 5 Pages
The filing of this Statement on Schedule 13G is made by LaSalle National
Trust, N.A. as trustee ("Trustee") for the CBI Salaried Employee Stock Ownership
Trust and Plan (the "Trust") voluntarily and does not constitute, and should not
be construed as, an admission that either the Trust or Trustee, beneficially
owns any securities covered by this Statement or is required to file this
Statement for the Trust and the Trustee. In this connection, the Trust and the
Trustee disclaim beneficial ownership of the securities covered by this
Statement.
Item 1(a). Name of Issuer:
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The name of the issuer is the CBI 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 800
Jorie Boulevard, Oak Brook, Illinois 60522-7001.
Item 2(a). Name of Person Filing:
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The person filing this Statement is the Trust and the Trustee.
Item 2(b). Address of Principal Business Office:
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The address of the Trust and its principal place of business is c/o
LaSalle National Trust, N.A., 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 of Organization:
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LaSalle National Trust, N.A. is a national banking association
organized under the laws of the United States.
Item 2(d). Title of Class of Securities:
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The class of equity securities to which this Statement relates is
the Common Stock of the Issuer.
Item 2(e). CUSIP Number:
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The CUSIP number of the Common Shares is 124800-10-3.
Item 3. The person filing is a :
(b) [x] Bank as defined in Section 3(a)(6) of the Act.
(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:
(a) Amount Beneficially Owned: 4,761,083.64/1/ (as of 12/31/93)
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/1/ Includes 2,487,007.287 unallocated shares of Preferred Convertible Voting
Stock, Series C (which are convertible into 3,730,510.930 shares of Common
Stock). Excludes 792,738.293 shares of Common Stock which are allocated to
accounts of participants ("ESOP participants") in the CBI Salaried Employee
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Page 4 of 5 Pages
(b) Percent of Class: 11.54% (as of 12/31/93)
(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...................................... 4,761,083.64/2/
(iii) sole power to dispose or to direct the
disposition of............................ 4,761,083.64/2/
(iv) shared power to dispose or to direct the
disposition of....................................... 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:
Subject to the terms and conditions of the Trust and the related
plan, 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
Preferred Convertible Voting Stock, Series C 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:
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Stock Ownership Plan (the "ESOP") and 1,226,511.713 shares of Preferred
Convertible Voting Stock, Series C (which are convertible into
1,839,767.57 shares of Common Stock) reported herein which are allocated
to accounts of ESOP participants.
/2/ ESOP participants have the right to direct the Trustee in the voting
of Common Stock and Preferred Convertible Voting Stock, Series C,
allocated to their accounts on all matters required to be submitted to a
vote of shareholders. If no directions are received as to voting of
allocated shares, the Trustee votes such shares in its independent
discretion. The unallocated shares of Common Stock and Preferred
Convertible Voting Stock, Series C are voted by the Trustee as follows: a
portion is voted in the same proportion as the allocated shares for which
the Trustee receives directions from participants and the remainder is
voted in the Trustee's independent discretion. 4,761,083.64 unallocated
shares of Common Stock (including 2,487,007.287 unallocated shares of
Preferred Convertible Voting Stock, Series C which are convertible into
3,730,510.930 shares of Common Stock), are held by the Reporting Person in
its capacity as Trustee of the Trust. The filing of this Schedule 13G
shall not be construed as an admission that the Reporting Person is, for
the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of
any securities covered by the statement.
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Page 5 of 5 Pages
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 or effect.
Signature.
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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 10, 1994
LASALLE NATIONAL TRUST, N.A (not
in its individual or corporate
capacity but solely as trustee)
By: /s/ Melodie G. Schauer
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Melodie G. Schauer
Its: Corporate Trust Officer
