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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. 6 )*
--------
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)
June 27, 1995
-------------------------------------------------------
(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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SCHEDULE 13D
CUSIP 391064102
---------
________________________________________________________________________________
/X/ 1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oglebay Norton Company P1294X
________________________________________________________________________________
/ / 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
REPORTING _____________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
/X/ WITH 127,000
_____________________________________________________
/X/ 10 SHARED DISPOSITIVE POWER
None
________________________________________________________________________________
/X/ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,000
________________________________________________________________________________
/ / 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)
8.5%
________________________________________________________________________________
/X/ 14 TYPE OF REPORTING PERSON
Co.
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This Amendment No. 6 amends the Schedule 13D (the "original Schedule
13D"), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, and Amendment No. 5, 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. 6 have been omitted.
Item 2. Identity and Background.
- ------- ------------------------
This Amendment No. 6 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. 6 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 127,000 Certificates, which as
of 6/27/95 represented 8.5% of the aggregate number outstanding Certificates
of the Trust. Filed as Appendix II to this Amendment No. 6 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. 6 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
---------
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: July 5, 1995 OGLEBAY NORTON COMPANY
------------
By: /s/Richard J. Kessler
---------------------
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. 6. 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 & Minerals
E. G. Jaicks Vice President-Marketing
M. P. Juszli Vice President-Industrial Sands
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
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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 Operating
29400 Lakeland Boulevard Officer, The Lubrizol
Wickliffe, Ohio 44092-2298 Corporation
A. C. Bersticker Ferro Corporation President and Chief Executive
1000 Lakeside Avenue Officer, Ferro Corporation
Cleveland, Ohio 44114
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 Executive
100 Corporate Circle Officer, RDK Capital, Inc.
30050 Chagrin Boulevard
Pepper Pike, Ohio 44124
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 Management
509 Olive St., Suite 705 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
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APPENDIX II
BENEFICIAL INTERESTS IN THE CERTIFICATES
Number of Certificates
Name, Address and Position Beneficially Owned
- -------------------------- ------------------
None
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APPENDIX III
TRANSACTIONS IN THE CERTIFICATES
SINCE (INSERT DATE 60 DAYS PRECEDING DATE OF THIS
------------------------------------------
AMENDMENT OR LAST SCHEDULE 13D OR AMENDMENT FILING)
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<CAPTION>
Number of Purchase/ Price Per Type of
Date Certificates Sale Share Transaction
---- ------------ --------- --------- -----------
<S> <C> <C> <C> <C>
March 24, 1995 100 Sale $45.25 Open Market
May 2, 1995 200 Sale $42.00 Open Market
June 14, 1995 300 Sale $41.75 Open Market
June 19, 1995 500 Sale $41.75 Open Market
June 19, 1995 100 Sale $41.75 Open Market
June 19, 1995 200 Sale $41.75 Open Market
June 20, 1995 100 Sale $41.75 Open Market
June 20, 1995 800 Sale $41.75 Open Market
June 23, 1995 4100 Sale $41.75 Open Market
June 26, 1995 700 Sale $41.75 Open Market
June 26, 1995 1300 Sale $41.75 Open Market
June 27, 1995 3700 Sale $41.75 Open Market
</TABLE>
