BZW BARCLAYS GLOBAL INVESTORS NA
SC 13G/A, 1999-10-08
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               Schedule 13G

                  Under the Securities Exchange Act of 1934
                            (Amendment No. 1)*

                          Lexmark Intl Group Inc.
                             (Name of Issuer)

                               Common Stock
                      (Title of Class of Securities)

                                 529771107
                              (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 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).

                         (Continued on following page(s))

                                      Page 1

<PAGE>

CUSIP No.       529771107               13G                     Page 2

(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
       Barclays Trust and Banking Company (Japan) Ltd.

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

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
       Japan

Number of Shares                                (5) Sole Voting Power
Beneficially Owned                                      0
by Each Reporting                               (6) Shared Voting Power
Person With                                             0
                                                (7) Sole Dispositive Power
                                                        0
                                                (8) Shared Dispositive Power
                                                        0

 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          0

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

(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          0.0%

(12) TYPE OF REPORTING PERSON*
          BK

         *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No.       529771107               13G                     Page 2A

(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
         Barclays Global Investors, N.A., 943112180

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

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
         U.S.A.

Number of Shares                                (5) SOLE VOTING POWER
Beneficially Owned                                      3,181,951
by Each Reporting                               (6) SHARED VOTING POWER
Person With                                               519,354
                                                (7) SOLE DISPOSITIVE POWER
                                                        4,062,865
                                                (8) Shared Dispositive Power
                                                        0

 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        4,062,865

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


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
        3.1%

(12) TYPE OF REPORTING PERSON*
        BK

        *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>


CUSIP No.       529771107               13G                     Page 2B

(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
       PERSONS Barclays Global Fund Advisors

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

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
        U.S.A.

Number of Shares                                (5) Sole Voting Power
Beneficially Owned                                      298,616
by Each Reporting                               (6) Shared Voting Power
Person With                                             0
                                                (7) Sole Dispositive Power
                                                        336,175
                                                (8) Shared Dispositive Power
                                                        0

 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        336,175
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
        0.3%

(12) TYPE OF REPORTING PERSON*
        BK

        *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

                                                                Page 3

ITEM 1(A).      NAME OF ISSUER
                        Lexmark Intl Group Inc.

ITEM 1(B).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                        740 New Circle Rd. NW
                        Lexington, KY 40550
ITEM 2(A).      NAME OF PERSON(S) FILING
                        Barclays Trust and Banking Company (Japan) Ltd.

ITEM 2(B).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                        Ebisu Prime Square Tower
                        8th Floor, 1-1-39 Hiroo, Shibuya-Ku
                        Tokyo Japan 150-0012
ITEM 2(C).      CITIZENSHIP
                        Japan

ITEM 2(D).      TITLE OF CLASS OF SECURITIES
                        Common Stock

ITEM 2(E).      CUSIP NUMBER
                        529771107

ITEM 3.         IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
         X
(c) // Insurance Company as defined in section 3(a) (19) of the Act

(d) // Investment Company registered under section 8 of the Investment
Company Act

(e) // Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) //  Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see Rule 13d-1(b) (1) (ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G)
                         (Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H)

<PAGE>

                                                                Page 3A
ITEM 1(A).      NAME OF ISSUER
                        Lexmark Intl Group Inc.

ITEM 1(B).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                        740 New Circle Rd. NW
                        Lexington, KY 40550
ITEM 2(A).      NAME OF PERSON(S) FILING
                        Barclays Global Investors, N.A
ITEM 2(B).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                        45 Fremont Street
                        San Francisco, CA 94105

ITEM 2(C).      CITIZENSHIP
                        U.S.A

ITEM 2(D).      TITLE OF CLASS OF SECURITIES
                        Common Stock

ITEM 2(E).      CUSIP NUMBER
                        529771107

ITEM 3.         IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
          X
(c) // Insurance Company as defined in section 3(a) (19) of the Act

(d) // Investment Company registered under section 8 of the Investment
Company Act

(e) // Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940

(f) //  Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b) (1) (ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G)
                       (Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H)


<PAGE>


                                                                Page 3B
ITEM 1(A).      NAME OF ISSUER
                        Lexmark Intl Group Inc.

ITEM 1(B).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                        740 New Circle Rd. NW
                        Lexington, KY 40550
ITEM 2(A).      NAME OF PERSON(S) FILING
                        Barclays Global Fund Advisors

ITEM 2(B).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                        45 Fremont Street
                        San Francisco, CA 94105
ITEM 2(C).      CITIZENSHIP
                        U.S.A

ITEM 2(D).      TITLE OF CLASS OF SECURITIES
                        Common Stock

ITEM 2(E).      CUSIP NUMBER
                        529771107

ITEM 3.         IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
          X
(c) // Insurance Company as defined in section 3(a) (19) of the Act

(d) // Investment Company registered under section 8 of the Investment
Company Act

(e) // Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940

(f) //  Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b) (1) (ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G)
                      (Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H)


<PAGE>

                                                                     Page 4
ITEM 4. OWNERSHIP
(a)  Amount Beneficially Owned:                         4,399,040

(b)  Percent of Class:                                  3.4%

(c)  Number of shares as to which such person has:
(i)   sole power to vote or to direct the vote
        3,480,567
(ii)  shared power to vote or to direct the vote
        519,354
(iii) sole power to dispose or to direct the disposition of
        4,399,040
(iv) shared power to dispose or to direct the disposition of
        0

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
        if this statement is being filed to report the fact that
        as of the date hereof the reporting person has ceased to be
        the beneficial owner of more than five percent of the class
        of securities, check the following. //
                   X

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
        ANOTHER PERSON
        The shares reported are held by the company in trust accounts
        for the economic benefit of the beneficiaries of those accounts.
        See also Items 2(a) above.

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


<PAGE>


                                                                Page 5
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.

         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.


                                               October 11, 1999




                                               Vivien Lin
                                               Manager of Compliance



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