<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 5)
Under the Securities Exchange Act of 1934
HACH COMPANY
-------------------------
(Name of Issuer)
COMMON STOCK
------------------------------
(Title of class of securities)
404504 10 2
------------------------------
(CUSIP Number)
Check THE following box if a fee is being paid with this
statement: / /
---
Page 1 of 6 Pages
<PAGE>
Page 2 of 6 Pages
CUSIP No. 404504 10 2
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. Hach Company Employee
S.S. or I.R.S. Identifica- Stock Ownership Plan and
tion Nos. of Above Persons Trust
F.E.I.N. 84-1126463
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box
if a Member of a Group (a)
---------------
(b)
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Colorado
Organization
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power
Beneficially -0-
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With -0-
--------------------------------------------------
(7) Sole Dispositive Power
687,269
--------------------------------------------------
(8) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially 687,269
Owned by Each Reporting Person
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented
by Amount in Row (9) 6.04%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
EP
- -------------------------------------------------------------------------------
<PAGE>
Page 3 of 6 Pages
SCHEDULE 13G
(AMENDMENT NO. 4)
ITEM 1.
(a) Name of Issuer: Hach Company
(b) Address of Issuer's Principal Executive Office:
5600 Lindbergh Drive
Loveland, Colorado 80537
ITEM 2.
(a) Name of Persons Filing: Hach Company Employee Stock Ownership
Plan and Trust (referred to herein as
the "Reporting Person" or the "Plan")
(b) Address of Principal Business Office or, if none, Residence:
5600 Lindbergh Drive
Loveland, Colorado
(c) Citizenship: The Plan assets are held in Colorado.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 404504 10 2
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act;
-----
(b) Bank as defined in Section 3(a)(6) of the Act;
-----
(c) Insurance Company as defined in Section 3(a)(19) of the Act;
-----
(d) Investment Company registered under Section 8 of the Investment
----- Company Act;
<PAGE>
Page 4 of 6 Pages
(e) Investment Adviser registered under Section 203 of the Investment
----- Advisers Act of 1940;
(f) X Employee Benefit Plan, Pension Fund which is subject to the
----- provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
(g) Parent Holding Company, in accordance with Rule
----- 13d-1(b)(ii)(G);
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
-----
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
687,269
(b) Percent of Class
6.04%
(c) The number of shares which the Reporting Person owns and the nature of
the Reporting Person's beneficial ownership is as follows:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 0
* Excluded from the number of shares which the Plan has the power of vote are
687,269 shares which are allocated to the accounts of individual account holders
of the Plan, and as to which the individual account holders have the right to
vote. The Plan's Trustees have only contingent voting rights with respect to
these shares, which are imposed by ERISA. On December 31, 1996, no matters were
submitted to the vote of shareholders, and therefore no account beneficiaries
had failed to exercise their voting rights or otherwise triggered the contingent
voting obligations imposed on the Trustees of the Plan 1 by ERISA.
<PAGE>
Page 5 of 6 Pages
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.
Dividends and proceeds from the sales of any shares owned are allocated to
the accounts of the beneficiaries of the Plan on a regular basis throughout the
year.
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.
By signing below we certify that, to the best of our 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 the 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.
<PAGE>
Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
HACH COMPANY EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
BY:
/S/ Loel J. Sirvoy
----------------------------
Loel J. Sirovy, Co-Trustee
/S/ Randall A. Peterson
----------------------------
Randall A. Peterson,
Co-Trustee
/S/ GARY R. DREHER
----------------------------
Gary R. Dreher, Co-Trustee
February 13, 1997
