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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Inland Steel Industries, Inc.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
457472 10 8
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(CUSIP Number)
* 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).
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CUSIP No. 457472-10-8 13G
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
The INLAND STEEL INDUSTRIES THRIFT PLAN ESOP TRUST (the "Trust").
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(2) Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
The agreement establishing the Trust is to be construed according to
the laws of the State of Illinois to the extent such laws are not
preempted by federal law.
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Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With (As of 12/31/96)
3,080,790.05 (See Item 4)
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(7) Sole Dispositive Power
(As of 12/31/96)
3,080,790.05 (See Item 4)
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(8) Shared Dispositive Power
0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,080,790.05 (As of 12/31/96, see Item 4)
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
/ /
Not Applicable
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(11) Percent of Class Represented by Amount in Row (9)
5.9% (See Item 4)
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(12) Type of Reporting Person*
EP (See Item 3)
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CUSIP No. 457472-10-8 13G
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
LASALLE NATIONAL BANK AS SUCCESSOR OF LASALLE NATIONAL TRUST, N.A.
(not in its individual or corporate capacity but as trustee of the
Trust or in agency or fiduciary capacities unrelated to the Trust, see
Item 4) (Tax Identification No. 36-1521370) (the "Trustee").
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(2) Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
The Trustee is a national banking association organized under the laws
of the United States.
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Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With (As of 12/31/96)
3,910,500.05 (See Item 4)
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(7) Sole Dispositive Power
(As of 12/31/96)
3,080,790.05 (See Item 4)
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(8) Shared Dispositive Power
829,710 (See Item 4)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,910,500.05 (As of 12/31/96, see Item 4)
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
/ / Not Applicable
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(11) Percent of Class Represented by Amount in Row (9)
7.5% (See Item 4)
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(12) Type of Reporting Person*
BK (See Item 3)
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The Trust was established by the Inland Steel Industries Thrift Plan ESOP
Trust Agreement as of July 7, 1989 (the "Trust Agreement") to carry out the
purposes of the Inland Steel Industries Thrift Plan, adopted and effective
January 1, 1975, as amended and restated as of July 1, 1996 (the "ESOP"). On
July 1, 1996, the Trustee became trustee of the Trust. The filing of this
Schedule 13G does not constitute, and shall not be construed as, an admission
that the Reporting Persons (as defined below in Item 2(a)) are, for the purposes
of Section 13(d) or 13(g) of the Act, the beneficial owners of any securities
covered by this Statement.
ITEM 1(a). NAME OF ISSUER:
The name of the issuer is Inland Steel Industries, Inc. (the "Issuer").
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the Issuer is 30 West Monroe,
Chicago, Illinois 60603.
ITEM 2(a). NAME OF PERSON FILING:
The persons filing this Statement are the Trust and the Trustee (the "Reporting
Persons"). A Resolution of the Board of Directors of the Trustee authorizing
the undersigned Corporate Trust Officer to sign this Schedule 13G on behalf of
the Trust and the Trustee is attached hereto as Exhibit A.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the Trust and its principal place of business is c/o LaSalle
National Bank, 135 South LaSalle Street, Chicago, Illinois 60603. The address
of the Trustee is 135 South LaSalle Street, Chicago, Illinois 60603.
ITEM 2(c). CITIZENSHIP OR PLACE OR ORGANIZATION:
The Trustee is a national banking association organized under the laws of the
United States. The Trust is administered pursuant to the Trust Agreement, which
is to be construed and administered according to the laws of the State of
Illinois to the extent such laws are not preempted by the laws of the United
States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Statement relates is the common
stock, $1.00 par value, of the Issuer (the "Common Stock").
ITEM 2(e). CUSIP NUMBER:
The CUSIP number of the Common Stock is 457472-10-8.
ITEM 3. The Reporting Persons are as follows:
The Trustee is a:
(b) [X] Bank as defined in Section 3(a)(6) of the Act.
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The Trust is an:
(f) [X] Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1972 ("ERISA") or
Endowment Fund; See Section 240.13d-1(b)(1)(ii)(F).
ITEM 4. OWNERSHIP:
BENEFICIAL OWNERSHIP BY THE TRUST:
(a) Amount Beneficially Owned (as of 12/31/96): . . . . . . . .3,080,790.05(1)
(b) Percent of Class (as of 12/31/96):. . . . . . . . . . . . . . . . 5.9%(1)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote. . . . . . . . . . . . . .0
(ii) shared power to vote or to direct the vote. . . . . . 3,080,790.05(1)
(iii) sole power to dispose or to direct the disposition
of. . . . . . . . . . . . . . . . . . . . . . . . . .3,080,790.05(1)
(iv) shared power to dispose or to direct the disposition of . . . . . .0
BENEFICIAL OWNERSHIP BY THE TRUSTEE:
(a) Amount Beneficially Owned (as of 12/31/96): . . . . . . . .3,910,500.05(2)
(b) Percent of Class (as of 12/31/96):. . . . . . . . . . . . . . . . 7.5%(2)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote. . . . . . . . . . . . . 0
(ii) shared power to vote or to direct the vote. . . . . .3,910,500.05(2)
(iii) sole power to dispose or to direct the disposition
of. . . . . . . . . . . . . . . . . . . . . . . . . .3,080,790.05(2)
(iv) shared power to dispose or to direct the disposition
of. . . . . . . . . . . . . . . . . . . . . . . . . . . . 829,710
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(1) Participants in the ESOP (the "ESOP Participants") have the right to
direct the Trustee in the voting of Common Stock and Series E ESOP
Convertible Preferred Stock, $1.00 par value (the "Series E Preferred
Stock"), allocated to their accounts on all matters required to be
submitted to a vote of shareholders. The Series E Preferred Stock and
the Common Stock vote together in one class on all matters submitted
to a vote of shareholders. Each share of Series E Preferred Stock
entitles the holder thereof to 1.25 votes on all matters submitted to
a vote of the shareholders of the Issuer. If no directions are
received as to voting of allocated shares, the Trustee votes such
shares in the same proportion as the allocated shares for which the
Trustee receives directions
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from ESOP Participants. The unallocated shares of Common Stock and
Series E Preferred Stock are also voted by the Trustee in the same
proportion as the allocated shares for which the Trustee receives
directions from ESOP Participants. Additionally, the Trustee has the
authority to dispose of allocated and unallocated shares in its
discretion. Because the Trustee has investment and voting discretion
over allocated and unallocated shares under certain circumstances,
such shares may be deemed beneficially owned by the Trust and the
Trustee under such circumstances. Accordingly, the shares listed as
beneficially owned by the Trust include: (a) 1,633,148.064 shares of
Series E Preferred Stock (convertible into 1,633,148.064 shares of
Common Stock) which are not allocated to the individual accounts of
the ESOP Participants; (b) 1,447,639.723 shares of Series E Preferred
Stock (convertible into 1,447,639.723 shares of Common Stock) which
are allocated to the accounts of the ESOP Participants; and 2.263
Shares of Series E Preferred Stock (convertible into 2.263 shares of
Common Stock) which are in an ESOP Holding Account. The filing of
this Schedule 13G, however, does not constitute, and shall not be
construed as, an admission that the Trust is, for the purposes of
Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this Statement.
(2) The shares listed as beneficially owned by the Trustee include: (i)
3,080,790.05 shares of Series E Preferred Stock held by the Trustee
solely in its capacity as trustee of the Trust (see discussion in note
1 above) and (ii) 829,710 shares of Common Stock held by the Trustee
in agency or fiduciary capacities unrelated to the Trust on behalf of
certain participants in the Issuer's 401(k) Plan (the "401(k)
Participants"). Such shares are voted as directed by the 401(k)
Participants. If no directions are received from the 401(k)
Participants, the Trustee votes such shares in the same proportion as
the shares for which the Trustee receives directions from the 401(k)
Participants. Because the Trustee has, under certain circumstances,
investment and voting discretion over allocated and unallocated shares
and over the shares of Common Stock held in agency or fiduciary
capacities unrelated to the Trust, such shares may be deemed
beneficially owned by the Trust and the Trustee under such
circumstances. The filing of this Schedule 13G, however, does not
constitute, and shall not be construed as, an admission that the
Trustee is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Statement.
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:
Subject to the terms and conditions of the Trust and the ESOP, ESOP Participants
are entitled to receive certain distributions or assets held by the Trust. Such
distributions may include proceeds from dividends on, or the sale of, shares of
Common Stock or Series E Preferred Stock, reflected in this Schedule 13G.
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.
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10. CERTIFICATION:
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 control of the Issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such purposes of
effect.
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.
Date: February 13, 1997
THE INLAND STEEL INDUSTRIES
THRIFT PLAN ESOP TRUST by
LASALLE NATIONAL BANK AS SUCCESSOR OF
LASALLE NATIONAL TRUST, N.A.
(not in its individual or corporate
capacity but solely as Trustee)
By: /S/ JEFFREY S. SCHIEDEMEYER
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Jeffrey S. Schiedemeyer
Its: Assistant Vice President
LASALLE NATIONAL BANK AS SUCCESSOR OF
LASALLE NATIONAL TRUST, N.A.
(not in its individual or corporate
capacity but as Trustee of the Inland
Steel Industries Thrift Plan ESOP
Trust and in agency or fiduciary
capacities unrelated to the Trust)
By: /s/ Jeffrey S. Schiedemeyer
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Jeffrey S. Schiedemeyer
Its: Assistant Vice President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
A Resolution of Board of Directors authorizing
Jeffrey S. Schiedemeyer to sign on behalf of the
Trust and the Trustee.
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LASALLE NATIONAL BANK
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135 South LaSalle Street
Chicago, Illinois 60690
EXTRACT FROM THE BYLAWS
SECTION 9.2. EXECUTION OF INSTRUMENTS.
All agreements, indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts affidavits, bonds, undertakings,
proxies and other instruments or documents may be signed, executed,
acknowledged, verified, delivered or accepted for the bank by the chairman of
the board, or the vice chairman of the board, or the president, or any executive
vice president, or any senior vice president, or any vice president, or the
secretary, or the cashier, or, if in connection with the exercise of fiduciary
powers of the bank by any of said officers or by any officer in the trust
department. Any such instruments may also be signed, executed, acknowledged,
verified, delivered or accepted for the bank in such other manner and by such
other officers as the board may from time to time direct. The provisions of
this Section 9.2 are supplementary to any other provisions of these bylaws.
RESOLUTION OF THE BOARD OF DIRECTORS
The Board of Directors, at a meeting held March 20, 1991, adopted the following
Resolution:
RESOLVED,
1. Either the chairman of the board or any vice chairman of the board, or the
president, or any executive vice president, or any senior vice president, or any
vice president, or any assistant vice president, is hereby authorized in said
officer's discretion, to do or perform any or all corporate and official acts in
carrying on the business of the bank, either of its own or when acting in any
fiduciary capacity whatsoever, and said officer is hereby empowered in said
officer's discretion to appoint all necessary agents and attorneys; also, to
make, execute and acknowledge all deeds, conveyances, mortgages, releases,
leases, agreements, contracts, bills of sale, assignments, powers of attorney,
or of substitution, proxies, certificates, declarations, receipts, discharges,
satisfactions, settlements, petitions, schedules, accounts, affidavits,
indemnity bonds and other instruments in writing in connection with the
purchase, sale, mortgage, exchange, lease, assignment, transfer, management or
handling in any way of any property, real or personal, of any description, held
or controlled by the bank, either in its own right, or in any fiduciary capacity
and either the cashier, or any assistant cashier, the secretary, or any
assistant secretary is authorized to attest and affix the corporate seal to any
and all instruments in writing, requiring such attestation, or which are
executed under seal. The enumeration of particular powers in this resolution
shall not restrict or be taken to restrict in any way, the general powers and
authorities otherwise given to said officers or any of them.
2. FURTHER RESOLVED, That either the chairman of the board, or any vice
chairman of the board, or the president is hereby authorized to designate any
other officer of any employee to do or perform any or all such corporate and
official acts in carrying on the business of the bank, either of its own or when
acting in any fiduciary capacity whatsoever, that said designating officer has
been empowered to perform by resolution of this board of directors.
3. All bonds, debentures, notes or other obligations of any corporation, state,
public agency or political subdivision; all stock certificates, voting trust
certificates, warrants, scrip certificates or other instruments to be signed or
countersigned by this bank as transfer agent, registrar or in any other agency
capacity; all certificates of deposit or deposit receipts to be signed by this
bank as depository, may be signed for this bank by any officer of this bank
(except the auditor or an assistant auditor) or by such of the employees of this
bank in the trust department as shall from time to time be designated by the
officer in charge of the trust department, and for such purpose only, each
employee who shall be so designated, is hereby appointed and authorized to so
sign as an assistant trust officer, assistant secretary and an authorized
officer of this bank.
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STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
I, Gregory P. Angelopoulos (Cashier), (Secretary), (Assistant Secretary),
do hereby certify that the above and foregoing is a correct copy of an extract
from Section 9.2 of the Bylaws and the resolution of the Board of Directors of
LaSalle National Bank, Chicago, Illinois, in full force and effect at this date.
I further certify that the individual(s) whose name(s) and signature(s)
appear(s) below (is) (are) authorized to act and sign for and on behalf of
LaSalle National Bank, Chicago, Illinois.
/s/ Jeffrey S. Schiedemeyer
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Jeffrey S. Schiedemeyer
Vice President
WITNESS my hand and the corporate seal of said Bank this 3rd day of February,
A.D., 1997.
/s/ Gregory P. Angelopoulos
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(Cashier) (Secretary) (Assistant Secretary)
