GENEVA STEEL
SC 13G/A, 1994-02-14
STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS
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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. 2)*


                              GENEVA STEEL COMPANY
                                (Name of Issuer)

                              Class A Common Stock
                                  No par value
                         (Title of Class of Securities)

                                  372252-10-6          
                                 (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 1 of 5 Pages
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CUSIP No. 372252-10-6                13G                       Page 2 of 5 Pages

          NAME OF REPORTING PERSON
   1      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Robert J. Grow

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                    (a) [ ]
                                                                    (b) [ ]

   3      SEC USE ONLY


   4      CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

                         5      SOLE VOTING POWER

                                912,032

     NUMBER OF
      SHARES
   BENEFICIALLY          6      SHARED VOTING POWER
     OWNED BY
       EACH
     REPORTING
      PERSON
       WITH              7      SOLE DISPOSITIVE POWER

                                912,032

                         8      SHARED DISPOSITIVE POWER


   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          912,032
  
  10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

  11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          6.6%

  12      TYPE OF REPORTING PERSON*

          IN

                      *SEE INSTRUCTION BEFORE FILLING OUT!





                               Page 2 of 5 Pages
<PAGE>   3
ITEM 1.

    (a)    Name of Issuer:  Geneva Steel Company (the "Company")

    (b)    Address of Principal Executive Offices:  10 South Geneva Road,
           Vineyard, Utah 84058

           
ITEM 2.

    (a)    Name of Person Filing:  Robert J. Grow

    (b)    Address of Principal Business Office:  10 South Geneva Road,
           Vineyard, Utah 84058
           
    (c)    Citizenship:  Mr. Grow is a United States citizen

    (d)    Title of Class of Securities:  Class A Common Stock, no par value

    (e)    CUSIP Number:  372252-10-6


ITEM 3.

    This Schedule 13G is not filed pursuant to Rule 13d-1(b) or 13d-2(b)

ITEM 4.    OWNERSHIP

    As of December 31, 1993, Mr. Grow was the beneficial owner of 912,032
shares of the Company's Class A Common Stock, which shares represented 6.6% of
the outstanding Class A Common Stock as determined by Rule 13d-3 under the
Securities Exchange Act of 1934.  Mr. Grow beneficially held all shares
individually with sole voting and investment power.  The number of shares
reported above includes 885,532 shares of Class A Common Stock that Mr. Grow
had the right to acquire upon the





                               Page 3 of 5 Pages
<PAGE>   4
conversion of 8,855,319 shares of the Company's Class B Common Stock at the
rate of ten shares of Class B Common Stock for one share of Class A Common
Stock, and 26,400 shares of Class A Common Stock that Mr. Grow had the right to
acquire upon the exercise of presently exercisable options.

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

    Not applicable

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

    Not applicable





SEC 1745 (2/92)                   Page 4 of 5 Pages
<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.

                                            DATED:   February 14, 1994

                                            ROBERT J. GROW



                                            By /s/ Robert J. Grow
                                            ______________________________
                                               Robert J. Grow





                               Page 5 of 5 Pages


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