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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. 10 )*
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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, 3900 Society Center, 127 Public Square, Cleveland,
Ohio 44114-1216, Attention: Gregory A. Smith, Esq. (216) 566-5653
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 23, 1996
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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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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP 391064102
---------
- ---------------------------------------------------------------------------------------------------------
<S> <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
- ---------------------------------------------------------------------------------------------------------
/ / 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 ----------------------------------------------------------------------------------
/X/ PERSON 9 SOLE DISPOSITIVE POWER
WITH 64,700
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10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------------------------------
/X/ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,700
- --------------------------------------------------------------------------------------------------------
/ / 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)
4.3%
- --------------------------------------------------------------------------------------------------------
/X/ 14 TYPE OF REPORTING PERSON
Company
</TABLE>
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This Amendment No.10 amends the Schedule 13D (the
"original Schedule 13D"), as amended by Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment
No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9
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. 10 have
been omitted.
Item 2. Identity and Background.
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This Amendment No. 10 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 44114-2598. 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. 10 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 64,700 Certificates
which, as of FEBRUARY 23, 1996 , represented 4.3% of the
aggregate number outstanding Certificates of the Trust. Filed as
Appendix II to this Amendment No. 10 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. 10 is a
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.
OGLEBAY NORTON COMPANY
By: /s/ Richard J. Kessler
------------------------------
V. P.-Finance and Development
Date: February 28, 1996
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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. 10.
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. Thomas Green, Jr. Chairman, President and Chief Executive
Officer and Director
Edward G. Jaicks Vice President-Marketing
Mark P. Juszli Vice President-Industrial Sands
Richard J. Kessler Vice President-Finance and
Development
H. William Ruf Vice President-Administrative and
Legal Affairs
John L. Selis Vice President-Iron Ore
Stuart H. Theis Vice President-Marine Transportation
Timothy J. Wojciechowski Vice President-Refractories & Minerals
</TABLE>
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DIRECTORS
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<TABLE>
<CAPTION>
Name Business Address Occupation
---- ---------------- ---------------------
<S> <C> <C>
Brent D. Baird 1350 One M&T Plaza Private Investor
Buffalo, New York 14203
Malvin E. Bank Thompson, Hine and Flory Attorney, Partner,
3900 Society Center Thompson, Hine and
127 Public Square Flory
Cleveland, Ohio 44114-1216
William G. Bares The Lubrizol Corporation President and Chief
29400 Lakeland Boulevard Operating Officer
Wickliffe, Ohio 44092-2298
Albert C. Bersticker Ferro Corporation President and Chief
1000 Lakeside Avenue Executive Officer
Cleveland, Ohio 44114-1183
John J. Dwyer Oglebay Norton Company Retired, Attorney,
1100 Superior Avenue Partner, Thompson,
Cleveland, Ohio 44114-2598 Hine and Flory; Retired,
Vice Chairman of the Board of
Directors and President of the Company
R. Thomas Green, Jr. Oglebay Norton Company Chairman, President
1100 Superior Avenue and Chief Executive
Cleveland, Ohio 44114-2598 Officer and Director
of the Company
Ralph D. Ketchum RDK Capital, Inc. President and Chief
100 Corporate Circle Executive Officer,
30050 Chagrin Boulevard RDK Capital, Inc.
Pepper Pike, Ohio 44124
Renold D. Thompson Oglebay Norton Company Vice Chairman of
1100 Superior Avenue the Board of Direc-
Cleveland, Ohio 44114-2598 tors of the Company
John D. Weil Clayton Management Company President, Clayton
200 North Broadway, Suite 825 Management Company
St. Louis, Missouri 63102-2573
</TABLE>
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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)
<TABLE>
<CAPTION>
Number of Purchase/ Price Per Type of
Date Certificates Sale Share Transaction
---- ------------ --------- --------- -----------
<S> <C> <C> <C> <C>
January 18, 1996 7,800 Sale $46.00 Open Market
February 20, 1996 5,000 Sale $47.00 Open Market
February 23, 1996 2,100 Sale $47.00 Open Market
February 23, 1996 100 Sale $47.25 Open Market
</TABLE>
