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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report June 9, 1999
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OGLEBAY NORTON COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 000-25651 34-1888342
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or Identification No.)
organization)
1100 Superior Avenue, Cleveland, Ohio 44114-2598
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216-861-3300
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None
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Former name, former address and former fiscal year,
if changed since last report
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Item 5.
On June 9, 1999, the Company announced that it had reached an agreement in
principle to sell the stock of its Global Stone Detroit Lime and Global Stone
Ingersoll Ltd. subsidiaries to Carfin S.A., a Belgian corporation that is a
member of the Carmeuse Group (the "Transaction"). A copy of the press release
announcing the Transaction is included as Exhibit 99.1 to this report.
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Oglebay Norton Company
Date June 14, 1999 By /s/David H. Kelsey
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David H. Kelsey
Vice President and Chief Financial Officer
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EXHIBIT 99.1
NEWS
CONTACT:
R.F. WALK
DIRECTOR, CORPORATE AFFAIRS
(216) 861-8734
[email protected]
OGLEBAY NORTON COMPANY SUBSIDIARY TO SELL TWO
LIME PRODUCTION FACILITIES
SALES EXPECTED TO CLOSE BY JULY 31, 1999
CLEVELAND, OHIO; JUNE 9, 1999: Oglebay Norton Company (NASDAQ:OGLE)
today announced that it has entered into an agreement in principle to sell the
stock of Global Stone Detroit Lime Company and Global Stone Ingersoll Ltd. for
$62 million to Carfin S. A., a Belgian corporation that is a member of the
Carmeuse Group. Oglebay will also receive an option to acquire the
Carmeuse/Lafarge lime and limestone operations and assets located in San
Antonio, Texas. The sale, which is subject to certain third-party approvals and
regulatory filings, is expected to close by July 31, 1999.
John N. Lauer, Chairman, President and Chief Executive Officer of
Oglebay Norton Company, commented: "We are a growth-oriented company with a
clear vision to acquire and continue to manage assets with significant growth
potential. As we evaluated our portfolio, we concluded that both Detroit Lime
and Ingersoll, while valuable assets, would enjoy better growth prospects with
Carmeuse."
Jacques Germay, Chairman and Chief Executive Officer of the Carmeuse
North American Group, stated: "Both of these operations are good additions to
Carmeuse's North American portfolio of lime and limestone companies."
Oglebay Norton Company acquired Global Stone Corporation in the second
quarter of 1998. At the time, Global Stone had seven lime and limestone
operations, including Global Stone Detroit Lime and Global Stone Ingersoll.
According to David H. Kelsey, Vice President and Chief Financial
Officer of Oglebay Norton, the proceeds of the sale will be used to pay down
debt incurred in the company's six recent acquisitions. Oglebay Norton will not
recognize a gain or loss on the sale.
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Mr. Kelsey noted: "This transaction is consistent with our financial
goals to decrease leverage and to more than double earnings per share from 1998
to 2002." He added: "The sales price for these two facilities recovers the
company's investment in these facilities and will favorably impact interest
expense and goodwill amortization. These savings more than offset the
prospective earnings from the two facilities, and thus, the transaction will be
modestly accretive to earnings."
Mr. Lauer concluded that: "While we will use the proceeds of the sale
to pay down debt, we continue to seek strategic growth opportunities, which meet
our financial and revenue diversification objectives."
Oglebay Norton Company, a Cleveland, Ohio-based company, is a leading
supplier of essential natural resources for industrial and commercial customers.
Through its three operating segments, Lime and Limestone, Marine Services, and
Industrial Sands, it serves the environmental technologies, construction, oil
and gas, ceramic, chemical, glass, electric utility and steel industries.
In 1998, the company reported revenue of $239 million and earnings per
share of $2.51. At its 1999 Annual Meeting, Mr. Lauer stated that one of the
company's financial objectives was to more than double 1998 earnings per share
by 2002.
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Mr. Lauer will host a conference call with analysts at 9:00 a.m. on
Thursday, June 10, 1999 which will be webcasted live in listen only mode via the
Oglebay Norton Company website. It also will be available for replay starting at
noon, Thursday, June 10, 1999 until midnight, Thursday, June 17, 1999 on the
website and via AT&T conferencing services. To access the live or taped webcast,
go to the Oglebay Norton Company website at www.oglebaynorton.com and click the
conference call button on the home page. To access the replay via telephone,
dial 1-800-475-6701, from within the United States and 1-320-365-3844, from
outside the United States. The Access Code is 454261.
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CERTAIN STATEMENTS CONTAINED IN THIS RELEASE ARE "FORWARD-LOOKING" IN THAT THEY
REFLECT MANAGEMENT'S EXPECTATIONS AND BELIEFS REGARDING THE FUTURE PERFORMANCE
OF THE COMPANY AND ITS OPERATING SEGMENTS. FORWARD-LOOKING STATEMENTS ARE
NECESSARILY SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS, MANY OF WHICH ARE
OUTSIDE THE CONTROL OF THE COMPANY, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM SUCH STATEMENTS. WEATHER, OIL PRICES, STEEL PRODUCTION, GREAT
LAKES AND MID-ATLANTIC CONSTRUCTION ACTIVITY, THE CALIFORNIA ECONOMY AND
POPULATION GROWTH RATES IN THE SOUTHWESTERN UNITED STATES, ALL CAN IMPACT
REVENUES AND EARNINGS. IN ADDITION, BECAUSE CERTAIN REGULATORY AND OTHER
THIRD-PARTY APPROVALS ARE REQUIRED BEFORE CONSUMMATING THIS TRANSACTION, IT IS
POSSIBLE THAT THE EVENTS CONTEMPLATED HEREIN WILL NEVER TRANSPIRE. PLEASE REFER
TO THE COMPANY'S CURRENT AND SUBSEQUENT SEC FILINGS UNDER THE SECURITIES AND
EXCHANGE ACT OF 1934, AS AMENDED, FOR FURTHER INFORMATION.
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