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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Inland Steel Industries, Inc.
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
457472-108
(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).
Page 1 of 9 Pages
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SCHEDULE 13G
CUSIP No. 457472108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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) [ ]
Not applicable
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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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5. SOLE VOTING POWER
0
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NUMBER OF 6. SHARED VOTING POWER
SHARES 3,014,548.05 (as of 12/31/97)
BENEFICIALLY ---------------------------------------------------------------
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 3,014,548.05 (as of 12/31/97)
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,014,548.05 (as of 12/31/97)
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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)
5.80%
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12. TYPE OF REPORTING PERSON
EP
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SCHEDULE 13G
CUSIP No. 457472108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LaSalle National Bank (not in its individual or corporate capacity but as
trustee of the Trust or in agency or fiduciary capacities unrelated to the
Trust) (the "Trustee")
FEIN #: 36-1521370
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
Not applicable
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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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5. SOLE VOTING POWER
0
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NUMBER OF 6. SHARED VOTING POWER
SHARES 3,860,273.05 (as of 12/31/97)
BENEFICIALLY ---------------------------------------------------------------
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 3,014,548.05 (as of 12/31/97)
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8. SHARED DISPOSITIVE POWER
845,725 (as of 12/31/97)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,273.05 (as of 12/31/97)
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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)
7.42%
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12. TYPE OF REPORTING PERSON
BK
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The Trust was established by the Inland Steel Industries Thrift Plan
ESOP Trust Agreement as of July 7, 1989 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
Inland Steel Industries, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
30 West Monroe
Chicago, Illinois 60603
ITEM 2(a). NAME OF PERSON FILING
The persons filing this statement are the Trust and the Trustee.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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
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
common stock, $1.00 par value, of the Issuer (the "Common Stock")
ITEM 2(e). CUSIP NUMBER
457472-108
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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.
The Trust is a:
(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.
ITEM 4. OWNERSHIP
Beneficial Ownership by the Trust:
(A) Amount beneficially owned: 3,014,548.05 shares (1)
(B) Percent of Class: 5.80%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0 shares
(II) Shared power to vote or to direct the vote
3,014,548.05 shares
(III) Sole power to dispose or to direct the disposition
3,014,548.05 shares
__________________
(1) The shares listed as beneficially owned by the Trust include: (a)
1,471,470.284 shares of Series E ESOP Convertible Preferred Stock (the "Series
E Preferred Stock") (convertible into 1,471,470.284 shares of Common Stock)
which are not allocated to the individual accounts of the ESOP participants
(the "Participants"); (b) 1,533,079.404 shares of Series E Preferred Stock
(convertible into 1,533,079.404 shares of Common Stock) which are allocated to
the individual accounts of the Participants; and (c) .58 shares of Series E
Preferred Stock (convertible into .58 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.
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(IV) Shared power to dispose or to direct the disposition
0 shares
Beneficial Ownership by the Trustee:
(A) Amount beneficially owned: 3,860,273.05 shares (2)
(B) Percent of Class: 7.42%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0 shares
(II) Shared power to vote or to direct the vote
3,860,273.05 shares
(III) Sole power to dispose or to direct the disposition
3,014,548.05 shares
(IV) Shared power to dispose or to direct the disposition
845,725 shares
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
__________________
(2) The shares listed as beneficially owned by the Trustee include (a)
3,014,548.05 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 (b)
845,725 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 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.
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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
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 the control of an issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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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 17, 1998
THE INLAND STEEL INDUSTRIES THRIFT PLAN ESOP
TRUST, by LASALLE NATIONAL BANK (not in its
individual or corporate capacity but solely as
Trustee)
By: /s/ Gregory P. Angelopoulos
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Name: Gregory P. Angelopoulos
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Title: Assistant Vice President
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LASALLE NATIONAL BANK, TRUSTEE
By: /s/ Gregory P. Angelopoulos
--------------------------------------
Name: Gregory P. Angelopoulos
------------------------------------
Title: Assistant Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page Number
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<S> <C> <C>
1 Resolution of Board of Directors authorizing
Gregory P. Angelopoulos to sign on behalf of
the Trust and the Trustee (previously filed as
Exhibit A to the Amendment No. 1 to Schedule
13G filed on February 14, 1997)
</TABLE>
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