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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. 9)*
Great Northern Iron Ore Properties
- --------------------------------------------------------------------------------
(Name of Issuer)
Certificates of Beneficial Interest
- --------------------------------------------------------------------------------
(Title of Class of Securities)
391064102
----------------
(CUSIP Number)
Thompson, Hine and Flory, 3900 Society Center, 127 Public Square, Cleve-
land, Ohio 44114-1216, Attention: Gregory A. Smith, Esq. (216) 566-5653
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 26, 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-l(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-l(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
<TABLE>
<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
- ---------------------------------------------------------------------------------------
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 79,700
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- ---------------------------------------------------------------------------------------
/X/ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,700
- ---------------------------------------------------------------------------------------
/ / 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)
5.3%
- ---------------------------------------------------------------------------------------
/X/ 14 TYPE OF REPORTING PERSON
Company
</TABLE>
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This Amendment No. 9 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 and Amendment No. 8
thereto, each filed with the Securities and Exchange Commis-
sion 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 sec-
tions of the original Schedule 13D and the amendments
thereto not changed by this Amendment No. 9 have been omit-
ted.
Item 2. Identity and Background.
--------------------------------
This Amendment No. 9 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. 9 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 em-
ployment 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 79,700 Certificates which, as
of December 26, 1995, represented 5.3% of the aggregate number
outstanding Certificates of the Trust. Filed as Appendix II to this
Amendment No. 9 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. 9 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: January 15, 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. 9. The business
address for each of the executive officers is Oglebay Norton Company, 1100
Superior Avenue, Cleveland, Ohio 44114-2598.
Name Title
---- -----
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
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DIRECTORS
---------
Name Business Address Occupation
---- ---------------- ----------
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 Chair-
man of the Board of
Directors and Presi-
dent 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
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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)
Number of Purchase/ Price Per Type of
Date Certificates Sale Share Transaction
---- ------------ --------- --------- -----------
December 8, 1995 1,600 Sale $46.00 Open Market
December 11, 1995 500 Sale $46.00 Open Market
December 12, 1995 2,000 Sale $46.00 Open Market
December 13, 1995 700 Sale $46.00 Open Market
December 14, 1995 200 Sale $46.00 Open Market
December 18, 1995 1,900 Sale $46.00 Open Market
December 19, 1995 500 Sale $46.00 Open Market
December 19, 1995 1,600 Sale $46.00 Open Market
December 20, 1995 3,600 Sale $46.00 Open Market
December 21, 1995 1,000 Sale $46.00 Open Market
December 26, 1995 2,200 Sale $46.00 Open Market
