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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
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(Name of Issuer)
Certificates of Beneficial Interest
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(Title of Class of Securities)
391064102
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(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
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(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).
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<TABLE>
SCHEDULE 13D
CUSIP 391064102
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<S> <C> <C>
- -----------------------------------------------------------------------------
/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
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/ / 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
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/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
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/ / 12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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/X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.61%
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/X/ 14 TYPE OF REPORTING PERSON
Co.
</TABLE>
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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.
* * *
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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]
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Signature
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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
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Vice President-Finance
and Development
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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.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
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
</TABLE>
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<TABLE>
DIRECTORS
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<CAPTION>
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
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
</TABLE>
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<TABLE>
APPENDIX II
BENEFICIAL INTERESTS IN THE CERTIFICATES
<CAPTION>
Number of Certificates
Name, Address and Position Beneficially Owned
- -------------------------- ------------------
<S> <C>
None
</TABLE>
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<TABLE>
APPENDIX III
TRANSACTIONS IN THE CERTIFICATES
SINCE (INSERT DATE 60 DAYS PRECEDING DATE OF THIS
AMENDMENT OR LAST SCHEDULE 13D OR AMENDMENT FILING)
<CAPTION>
Number of Purchase/ Price Per Type of
Date Certificates Sale Share Transaction
---- ------------ --------- --------- -----------
<S> <C> <C> <C> <C>
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
</TABLE>
