GREEN A P INDUSTRIES INC
SC 13G/A, 1994-02-14
STRUCTURAL CLAY PRODUCTS
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<PAGE>

                                                               OMB EXP. 10-31-94

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G



                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 3)*


                          A.P. Green Industries, Inc.

                         Common Stock, par value $1.00

                                  393059-10-0



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 1 of 5 pages
<PAGE>

- -----------------------                                  ---------------------
 CUSIP NO. 393059-10-0                  13G                PAGE 2 OF 5 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                          
      A.P. GREEN INDUSTRIES, INC. EMPLOYEE STOCK OWNERSHIP TRUST BY
      LASALLE NATIONAL TRUST, N.A. (NOT IN ITS INDIVIDUAL OR CORPORATE
      CAPACITY BUT SOLELY AS TRUSTEE) (TAX IDENTIFICATION NO. 36-3697893)

- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
      NOT APPLICABLE                                            (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
      THE TRUST HAS BEEN ORGANIZED UNDER THE LAWS OF THE STATE OF MISSOURI. 
      THE TRUSTEE IS A NATIONAL BANKING ASSOCIATION ORGANIZED UNDER THE LAWS 
      OF THE UNITED STATES.

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5         
     NUMBER OF                0
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6    
                          330,039 (AS OF 12/31/93)
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7     
    REPORTING                 0
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8    
                          330,039 (AS OF 12/31/93)
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9    
      330,039 (AS OF 12/31/93)

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
      NOT APPLICABLE
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11    
      8.23%

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
      BK, EP

- ------------------------------------------------------------------------------

                     *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>

                                                               Page 3 of 5 Pages

  The filing of this Statement on Schedule 13G is made by A. P. Green
Industries, Inc. Employee Stock Ownership Trust (the "Trust") and does not
constitute, and should not be construed as, an admission that either the Trust
or LaSalle National Trust, N.A., trustee of the Trust (the "Trustee"),
beneficially owns any securities covered by this Statement or is required to
file this Statement for the Trust and the Trustee.  In this connection, the
Trust and the Trustee disclaim beneficial ownership of the securities covered by
this Statement.


Item 1(a). Name of Issuer:
           -------------- 

           The name of the issuer is A. P. Green Industries, Inc., a Delaware
           corporation ("A. P. Green" or the "Issuer").

Item 1(b). Address of Issuer's Principal Executive Offices:
           ----------------------------------------------- 

           The address of the principal executive offices of the Issuer is Green
           Boulevard, Mexico, Missouri 65265.


Item 2(a). Name of Person Filing:
           --------------------- 

           The person filing this Statement is the Trust which was created on
           November 6, 1989 in connection with the amendment on that date by the
           Issuer of the A.P. Green Investment Plan (the "Investment Plan") to
           include an employee stock ownership plan ("ESOP") portion thereof.

Item 2(b). Address of Principal Business Office:
           ------------------------------------ 

           The address of the Trust and its principal place of business is c/o
           LaSalle National Trust, N.A., 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 of Organization:
           ------------------------------------ 

           The Trust has been organized under the laws of the State of Missouri.
           The Trustee is a national banking association organized under 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 per share (together with associated
           preferred share purchase rights, the "Common Shares") of the Issuer.

Item 2(e). CUSIP Number:
           ------------ 

           The CUSIP number of the Common Shares is 393059-10-0.

Item 3.    The person filing is a :

     (b)   [x]  Bank as defined in Section 3(a)(6) of the Act.
<PAGE>

                                                               Page 4 of 5 Pages

     (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:

          (a)  Amount Beneficially Owned:  330,039/1/

          (b)  Percent of Class:   8.23% (as of 12/31/93)

          (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...... 330,039/1/

               (iii) sole power to dispose or to direct the disposition of.... 0

               (iv)  shared power to dispose or to direct the disposition 
                     of.............................................. 330,039/1/

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 of the Trust and the related plan, 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 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.

- ----------------
/1/Participants in the A.P. Green Industries, Inc. Employee Stock Ownership
   Trust have the right to direct the Trustee in the voting of Common Stock,
   allocated to their accounts on all matters required to be submitted to a vote
   of shareholders.  If no directions are received as to voting or allocated
   shares, the Trustee votes such shares in the same proportion as the allocated
   shares for which the Trustee receives directions from participants.  The
   unallocated shares of Common Stock are voted by the Trustee in the same
   proportion as the allocated shares for which the Trustee receives directions
   from participants. 330,039 unallocated shares of Common Stock are held by the
   Reporting Person in its capacity as Trustee of A. P. Green Industries, Inc.
   Employee Stock Ownership Trust.  Excludes 104,937.77 shares which are
   allocated to accounts of participants.
<PAGE>

                                                               Page 5 of 5 Pages

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 or 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 10, 1994

LASALLE NATIONAL TRUST, N.A (not
in its individual or corporate
capacity but solely as trustee)


By:/s/ Melodie G. Schauer
       ------------------
       Melodie G. Schauer
       Its: Corporate Trust Officer


(5002398E)



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