COLONIAL GAS CO
SC 13G, 1998-02-19
NATURAL GAS DISTRIBUTION
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549



                                 SCHEDULE 13G


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                          (Amendment No. ________)*


                             COLONIAL GAS COMPANY
- --------------------------------------------------------------------------------
                               (Name of Issuer)

                         Common Stock $5.00 par value
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)


                                  195674106
                     ------------------------------------
                                (CUSIP Number)

Check the following box if a fee is being paid with this statement [ ].  (A fee
is not required  only if the filing 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).

* 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 the
disclosures provided in a prior cover page.

The information required in 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).



<PAGE>   2
- ----------------------                                   ---------------------
CUSIP NO. 195674106                  13G                   Page 2 of 5 Pages
- ----------------------                                   ---------------------

- --------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        LaSalle National Bank as trustee for the benefit of
        Colonial Gas Company Savings Plan
        EIN 36-0884183
- --------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (*)
                                                                        (a) [ ]
                                                                        (b) [ ]

- --------------------------------------------------------------------------------
3       SEC USE ONLY


- --------------------------------------------------------------------------------
4       CITIZENSHIP OR PLACE OF ORGANIZATION

           USA

- --------------------------------------------------------------------------------
                        5       SOLE VOTING POWER
                                        
                                     589,641
    NUMBER OF
     SHARES            ---------------------------------------------------------
  BENEFICIALLY          6       SHARED VOTING POWER
    OWNED BY                         
      EACH                           589,641
    REPORTING
     PERSON            ---------------------------------------------------------
      WITH              7       SOLE DISPOSITIVE POWER

                                     589,641

                       ---------------------------------------------------------
                        8       SHARED DISPOSITIVE POWER

                                     589,641

- --------------------------------------------------------------------------------
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           589,641

- --------------------------------------------------------------------------------
10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (*)



- --------------------------------------------------------------------------------
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           6.8%

- --------------------------------------------------------------------------------
12      TYPE OF REPORTING PERSON (*)

           Bank  BK

- --------------------------------------------------------------------------------
                   (*) SEE INSTRUCTION BEFORE FILLING OUT!



<PAGE>   3


ITEM 1.
     (a) Name of Issuer
         Colonial Gas Company

     (b) Address of Issuer's Principal Executive Offices
         40 Market Street, P.O. Box 3064
         Lowell, MA 01853-3064

ITEM 2.
     (a) Name of Person Filing
         LaSalle National Bank as trustee 
         for the benefit of Colonial Gas Company Savings Plan   

     (b) Address of Principal Business Office or, if none, Residence
         135 S. LaSalle St., Chicago, IL. 60603

     (c) Citizenship
         USA

     (d) Title of Class of Securities
         Common Stock, $5.00 par value

     (e) CUSIP Number 195674106

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) [X] 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
     (e) [ ] Investment Adviser registered under section 203 of the Investment
             Advisers Act of 1940
     (f) [ ] Employee Benefit Plan Pension Fund which is subject to the
             provisions of the Employee Retirement Income Security Act of 1974 
             or Endowment Fund; see section 240.13d-1(b)(l)(ii)(F)
     (g) [ ] Parent Holding Company, in accordance with section
             240.13d-1(b)(ii)(G) (Note: See Item 7)
     (h) [ ] Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

ITEM 4. OWNERSHIP
     If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.

     (a) Amount Beneficially Owned
         589,641

     (b) Percent of Class 
         6.8%




<PAGE>   4


     (c)  Number of shares as to which the person has:

          (i)   sole power to vote or to direct the vote                 589,641
          (ii)  shared power to vote or to direct the vote               589,641
          (iii) sole power to dispose or to direct the disposition of    589,641
          (iv)  shared power to dispose or to direct the disposition of  589,641


Instruction:  For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1) 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS              N/A
     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

INSTRUCTION:  Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.  N/A
     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY     N/A
     If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary.  If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP    N/A
     If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP    N/A
     Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

ITEM 10.  CERTIFICATION
     The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
     By signing below I certify that, to the best of my 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>   5


                                  SIGNATURE


        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                                   February 10, 1998
                                            ----------------------------------
                                                         Date

                                             /s/ Brian Grady
                                            ----------------------------------
                                                        Signature


                                               Brian Grady, Vice President
                                            ----------------------------------
                                                        Name/Title






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