SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
A. P. Green Industries, Inc.
(NAME OF ISSUER)
Common Stock, par value $1.00
(TITLE OF CLASS OF SECURITIES)
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
CUSIP NO. 393059-10-0
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LASALLE NATIONAL TRUST, N.A. (not in its individual or corporate capacity
but solely as trustee (the "Trustee") of the A. P. Green Industries, Inc.
Employee Stock Ownership Trust (the "Trust") (Tax Identification No. 36-
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
3. SEC USE ONLY
4. 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.
NUMBER OF 5. SOLE VOTING POWER
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 270,033 (as of 12/31/95)
EACH 7. SOLE DISPOSITIVE POWER
PERSON 8. SHARED DISPOSITIVE POWER
WITH 270,033 (as of 12/31/95)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,033 (as of 12/31/95)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12. TYPE OF REPORTING PERSON *
The filing of this Statement on Schedule 13G is made by the 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., the 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
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:
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(d) CUSIP NUMBER:
The CUSIP number of the Common Shares is 393059-10-0.
Item 3 THE PERSON FILING THIS STATEMENT IS A:
[b] [x] Bank as defined in Section 3(a)(6) of the Act.
[f] [x] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA") or Endowment Fund.
Item 4 OWNERSHIP
(a) Amount Beneficially Owned: 270,033<F1>
(b) Percent of Class: 6.69% (as of 12/31/95)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or to direct the vote:
(iii) sole power to dispose or direct the disposition of:
(iv) shared power to dispose or direct the disposition of:
[FN] 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 the voting of allocated shares, the Trustee votes such shares in
the same proportion as the allocated shares for which the Trustee
receives directions from the 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. 270,033 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 147,887
shares which are allocated to accounts of participants.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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:
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Item 9 NOTICE OF DISSOLUTION OF GROUP:
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 the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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
February 5, 1996
LASALLE NATIONAL TRUST, N.A. (not in its
individual or corporate capacity but solely as
/s/ Jeffrey S. Schiedemeyer
Jeffrey S. Schiedemeyer
Assistant Vice President