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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Oglebay Norton Company
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(Name of Issuer)
Common Stock $1.00 par value per share
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(Title of Class of Securities)
677007106
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(CUSIP Number)
A. Alex Porter and Paul Orlin
Porter, Felleman Inc.
100 Park Avenue, Suite 2120
New York, NY 10017
212-689-1203
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(Name, Address and Telephone Number)
of Person Authorized to Receive
Notices and Communications
May 31, 2000
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(Date of Event which Required
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
The information required on 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.
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Cusip No.: 677007106
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l) Name of Reporting person and S.S. or I.R.S. Identification No. of Above
Person: A. Alex Porter and Paul Orlin
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2) Check the Appropriate Box if a Member of a Group
(a)
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(b) x
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3) SEC Use Only:
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4) Source of Funds: WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
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6) Citizenship or Place of Organization: U.S.A.
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Number of (7) Sole Voting Power: 390,200
Shares -------
Beneficially (8) Shared Voting Power: 0
Owned by -------
Each (9) Sole Dispositive Power: 390,200
Reporting -------
Person With (10) Shared Dispositive Power: 0
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ll) Aggregate Amount Beneficially Owned by Each Reporting person: 390,200
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12) Check if the Aggregate Amount in Row (ll) Excludes Certain Shares:
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13) Percent of Class Represented by Amount in Row (ll): 7.68%
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14) Type of Reporting Person: PN and CO
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This Amendment No. 2 is filed by A. Alex Porter and Paul Orlin to amend
the Schedule 13D filed on March 2, 1999 by A. Alex Porter and Paul Orlin
relating to the Common Stock, par value $1.00 per share, of Oglebay Norton
Company. This Amendment is filed to report the acquisition of additional shares
of the Issuer's stock.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The amount of funds used by Amici Associates and The Collectors' Fund
(together "the Partnerships") and Porter, Felleman Inc. ("PFI") to acquire the
shares of Common Stock described in Item 5(a) are set forth in Exhibit 1 of
this filing. The funds for the acquisition of shares on behalf of each of the
partnerships were obtained from the working capital of each of the
Partnerships. The funds for the acquisition of shares acquired on behalf of PFI
were obtained from the equity capital of PFI.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of shares outstanding of Common Stock
beneficially owned by each of the Reporting Persons are set forth below.
These percentages are computed based on the Issuer's shares of Common
Stock outstanding (4,965,136) as of the close of business on April 30,
2000 as set forth in the Issuer's Form 10-Q filed for the period ending
March 31, 2000.
<TABLE>
<CAPTION>
Reporting Persons Beneficially Owned Outstanding Shares
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<S> <C> <C>
Amici Associates 301,900 6.08%
The Collectors' Fund 63,300 1.28
Porter, Felleman Inc. 25,000 0.50
A. Alex Porter 390,200 7.86
Paul Orlin 390,200 7.86
</TABLE>
(b) Messrs. Porter and Orlin, as General Partners of the Partnerships and
Principals of PFI, have sole power to vote, direct the vote, dispose and
direct the disposition of such shares listed as beneficiary owned by it
in Item 5(a).
(c) The trade dates, number of shares and price per share of transactions
made on the part of the Reporting Persons in shares of Common Stock
within the last sixty days or since the most recent filing on Schedule
13D, whichever is less, are set forth in Exhibit 1. The purchases set
forth in Exhibit 1 were effected by the Reporting Persons on the NASDAQ
market.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
As reported in Items 3 and 5(c), Exhibit 1 sets forth certain information
regarding the number of shares purchased, the price per share, the trade date,
and the aggregate purchase price paid by each purchaser.
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 9, 2000 A. Alex Porter
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Paul Orlin
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