<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One):
(X) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from _________________ to __________
Commission file number 000-25651
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A. Full title of the plan and address of the plan, if different from
that of the issuer named below: OGLEBAY NORTON COMPANY INCENTIVE
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SAVINGS AND STOCK OWNERSHIP PLAN
--------------------------------
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: OGLEBAY NORTON COMPANY,
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1100 SUPERIOR AVENUE, 21st FLOOR, CLEVELAND, OHIO 44114
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<PAGE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
AND
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
FOR
ANNUAL REPORT ON FORM 11-K
OGLEBAY NORTON COMPANY
INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
CLEVELAND, OHIO
2
<PAGE>
Financial Statements and Supplemental Schedules
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
December 31, 1999 and 1998 and Year Ended December 31, 1999 with Report of
Independent Auditors
3
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Oglebay Norton Company
Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
December 31, 1999 and 1998 and Year Ended December 31, 1999
Table of Contents
<TABLE>
<S> <C>
Report of Independent Auditors............................................... 5
Financial Statements
Statements of Net Assets Available for Benefits.............................. 6
Statement of Changes in Net Assets Available for Benefits.................... 7
Notes to Financial Statements................................................ 8
Supplemental Schedules
Schedule H, Line 4i--Schedule of Assets Held for Investment
Purposes at End of Year.................................................... 14
Schedule H, Line 4j--Schedule of Reportable Transactions.................... 15
</TABLE>
4
<PAGE>
Report of Independent Auditors
Compensation and Organization Committee
Oglebay Norton Company
We have audited the accompanying statements of net assets available for benefits
of Oglebay Norton Company Incentive Savings and Stock Ownership Plan (formerly
Oglebay Norton Company Incentive Savings Plan) as of December 31, 1999 and 1998,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Key Trust Company of Ohio, N.A.,
the trustee of the Plan, and transactions in those assets were excluded from the
scope of our audit of the Plan's 1998 financial statements, except for comparing
the information provided by the trustee, which is described in Note C, with
the related information included in the financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of December 31, 1998. The form and content of the information included in the
1998 financial statements, other than that derived from the information
certified by the trustee, have been audited by us and, in our opinion, are
presented in compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and the changes in its net assets available for benefits for
the year then ended in conformity with accounting principles generally accepted
in the United States.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1999, was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes at end of year as of December 31, 1999, and reportable
transactions for the year then ended, are presented for purposes of additional
analysis and are not a required part of the financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the financial statements for the
year ended December 31, 1999, and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Cleveland, Ohio
June 23, 2000
5
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1999 1998
---------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 300,206
Investments, at fair value:
Shares of registered investment companies 18,967,231 $12,605,278
Collective investment trust 6,545,788 2,920,845
Oglebay Norton Company common stock 5,991,555
Corporate debt instruments 2,370
Participant loans 913,994 290,560
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32,418,568 15,819,053
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Net assets available for benefits $32,718,774 $15,819,053
===========================
</TABLE>
See notes to financial statements.
6
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
Statement of Changes in Net Assets Available for Benefits
December 31
1999
-------------
Additions
Investment income:
Interest, dividends and capital gains $ 2,478,805
Net appreciation in fair value of
investments 2,656,610
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5,135,415
Contributions:
Employee 2,379,340
Employer 1,145,677
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3,525,017
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Total additions 8,660,432
Deductions
Distributions to participants 5,480,875
Transfer from Oglebay Norton Company Employee
Stock Ownership Plan and Trust 3,210,082
Transfer from Global Stone U.S.A., Inc. 401(k)
Savings Plan 10,510,082
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Net increase 16,899,721
Net assets available for benefits beginning of year 15,819,053
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Net assets available for benefits end of year $32,718,774
=============
See notes to financial statements.
7
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
Notes to Financial Statements
December 31, 1999 and 1998 and Year Ended December 31, 1999
A. Plan Description
The following description of the Oglebay Norton Company Incentive Savings and
Stock Ownership Plan (Plan), formerly the Oglebay Norton Company Incentive
Savings Plan, provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's provisions.
The Plan is a defined contribution plan covering salaried employees of Oglebay
Norton Company's (Company and plan administrator) corporate office and the
Company's wholly owned subsidiary, Oglebay Norton Industrial Sands, Inc.
("ONIS") and certain other employee groups as described below.
Effective July 1, 1998, the Plan was amended to extend coverage to non-
bargaining employees of Colorado Silica Sands, Inc. and Global Stone Port
Inland, Inc. and to the Bakersfield and Brady (certain hourly employees only)
plants of ONIS.
Effective April 1, 1999, the Oglebay Norton Company Employee Stock Ownership
Plan and Trust (ESOP plan), covering salaried employees of the Company's
corporate office and Industrial Sands subsidiary, and the Global Stone U.S.A.,
Inc. 401(k) Savings Plan (Global Stone plan), covering non-bargaining employees
of the Company's Lime and Limestone subsidiary, were merged into and made part
of the Plan. Final transfer of the ESOP and Global Stone plans' assets occurred
on April 5, 1999. Coincident with the plan mergers, the Plan agreement was
restated to incorporate the applicable provisions of the former ESOP and Global
Stone plans and the trustee of the Plan was changed from Key Trust Company of
Ohio, N.A. to Charles Schwab Trust Company (trustee).
Effective May 1, 1999 and December 1, 1999, the Plan was amended to extend
coverage to employees of Industrial Minerals, Inc. and Specialty Minerals, Inc.,
respectively.
The Plan allows each participant to elect to contribute from 1% to 15% of base
compensation. The contributions represent tax deferred compensation
contributions and take the form of reductions in salary for income tax purposes.
The Company is required to contribute an amount equal to either 50% or 75% of a
participant's contribution, depending upon the participant's employee group, up
to a maximum of 8% of the participant's compensation. Company contributions are
nonparticipant-directed and are invested in the Oglebay Norton Stock Fund.
8
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
Notes to Financial Statements (continued)
A. Plan Description (continued)
Each participant's account is credited with the participant's contributions,
Company matching contributions and Plan earnings. Participants are fully vested
as to their contributions and earnings thereon and vest ratably over the first
three years of employment (33% after first year, 67% after second year, and 100%
after three years) with respect to Company contributions made to the Plan and
earnings thereon. For participants withdrawing from the Plan, the unvested
portion of Company contributions is forfeited and used to reduce future Company
contributions. Participants withdrawing by reason of retirement or other
specified circumstances fully vest upon such withdrawal.
The Company reserves the right, by action of its Board of Directors, to
terminate the Plan at any time, subject to the provisions of the Employee
Retirement Income Security Act of 1974. In the event of termination of the Plan,
all interests of the participants as they exist at that time become fully vested
and nonforfeitable and may be distributed immediately in whole or in part at the
sole discretion of the trustee of the Plan.
Participants may borrow from their accounts. The loans are secured by the
balance in the participant's account and bear interest at a rate commensurate
with local prevailing rates. The maximum loan repayment period is five years,
unless the loan is for the purchase of a primary residence in which case the
maximum term is ten years. The maximum loan balance is the lesser of $50,000 or
50% of the participant's nonforfeitable account balance. The minimum loan amount
is $1,000.
B. Significant Accounting Policies
The financial statements of the Plan are prepared on the accrual basis. The
accounting records are maintained by the plan administrator in conjunction with
the trustee, who maintains the assets and distributes benefits.
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset value of shares held by the Plan at year-end. The fair value of the
collective investment trust is determined by the trustee based on the market
value of the underlying assets. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the Plan year; securities traded in the over-the-counter market and listed
securities for which no sale was reported on that date
9
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
Notes to Financial Statements (continued)
B. Significant Accounting Policies (continued)
are generally valued at the average of the last reported bid and ask prices.
Participant loans are valued at their outstanding value which approximates fair
value.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Certain prior year amounts have been restated to reflect the current year
presentation.
C. Investments
All investment information disclosed in the accompanying financial statements
including investments held at December 31, 1998, was obtained or derived from
information supplied to the plan administrator and certified as complete and
accurate by the Key Trust Company of Ohio, N.A.
During 1999, the Plan's investments (including investments purchased, sold as
well as held during the year) appreciated in fair value as determined by quoted
market prices as follows:
<TABLE>
<CAPTION>
Net
Appreciation
in Fair Value
of Investments
<S> <C>
Shares of registered investment companies $ 671,519
Collective investment trust 295,124
Oglebay Norton Company common stock 1,689,967
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$2,656,610
</TABLE>
10
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
Notes to Financial Statements (continued)
C. Investments (continued)
The following is a summary of individual investments held by the Plan as of
December 31, 1999 and 1998, which represent five percent or more of net assets
available for benefits:
<TABLE>
<CAPTION>
December 31
1999 1998
-----------------------------
<S> <C> <C>
PRISM MaGIC Fund $2,920,845
Fidelity Advisor Intermediate
Bond Fund 1,486,574
Fidelity Advisor Growth
Opportunities Open-End Fund 5,363,135
American Balanced Fund 1,475,724
Fidelity ContraFund 2,755,361
Victory Diversified Fund 1,365,300
Oglebay Norton Company Common Stock* $ 5,991,555
Schwab Stable Value Fund 6,545,788
INVESCO Total Return Fund 1,742,355
Janus Fund 10,694,990
Oakmark Fund 2,712,245
Schwab S&P 500 Investor Shares Fund 2,670,673
</TABLE>
* Non-participant directed
D. Nonparticipant-Directed Investment
Information about the net assets and the significant components of changes in
net assets related to the nonparticipant-directed investment is as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
----------------------------
Net assets:
<S> <C> <C>
Cash and cash equivalents $ 300,206 -
Investments, at fair value:
Oglebay Norton Company common stock 5,991,555 -
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6,291,761 -
============================
</TABLE>
11
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
Notes to Financial Statements (continued)
D. Nonparticipant-Directed Investments (continued)
Year Ended
December 31,
1999
---------------
Changes in net assets:
Employer contributions $1,047,037
Employee contributions 157,964
Dividends 46,180
Net appreciation in fair value
of investment 1,689,967
Distributions to participants (889,124)
Transfer from Oglebay Norton Company
Employee Stock Ownership Plan and Trust 3,210,082
Transfers from participant-directed
funds, net 1,029,655
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$6,291,761
===============
12
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
Notes to Financial Statements (continued)
E. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated November 27, 1996, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (Code) and, therefore, the related trust is exempt
from taxation. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The plan administrator believes the
Plan is being operated in compliance with the applicable requirements of the
Code and, therefore, believes that the Plan is qualified and the related trust
is tax exempt.
F. Transactions with Parties-in-Interest
Transactions with parties-in-interest consist of purchases and sales of
investment mediums sponsored by the trustee and shares of Company stock held in
the Oglebay Norton Stock Fund.
During 1999, all significant fees for accounting, legal and trustee services
were paid by the Company on behalf of the Plan. The fees paid by the Company to
the trustee were based on customary and reasonable rates for such services.
G. Subsequent Event
Effective April 3, 2000, the Plan was amended to extend coverage to the
non-bargaining employees who were employed immediately prior to April 4, 2000 by
Michigan Limestone Operations Limited Partnership and who became employees of
Global Stone Port Inland, Inc. on or about that date. Participation in the Plan
for the covered employees began on June 1, 2000.
13
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
EIN: 34-0152370 Plan 007
Schedule H, Line 4i--Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Shares or Current
Name of Issuer and Title of Issue Interest Rates Cost Value
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Registered Investment Companies:
INVESCO Total Return Fund 60,164 $ 1,742,355
Janus Fund 242,792 10,694,990
Lazard International Equity Fund 63,916 1,104,464
Loomis Sayles Small Cap Value Fund 2,392 42,504
Oakmark Fund 99,715 2,712,245
Schwab S&P 500 Investor Shares Fund* 118,119 2,670,673
Collective Investment Trust:
Schwab Stable Value Fund* 539,099 6,545,788
Oglebay Norton Stock Fund:
Oglebay Norton Company common stock 252,276 4,695,764 5,991,555
Participant loans* 8%-10% 913,994
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$32,418,568
===========
</TABLE>
* Indicates party-in-interest to the Plan.
14
<PAGE>
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
(formerly Oglebay Norton Company Incentive Savings Plan)
s
EIN: 34-0158970 Plan 007
Schedule H, Line 4j--Schedule of Reportable Transactions
Year Ended December 31, 1999
Category (iii) - series of transactions in excess of 5 percent of plan assets
<TABLE>
<CAPTION>
Description Total Total Net
Identity of Party Involved of Assets Purchases Sales Gain
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles Schwab Trust Company* Oglebay Norton Stock Fund*
101 purchases $2,733,774
96 sales $1,341,982 $204,911
</TABLE>
* Indicates party-in-interest to the Plan.
There were no category (i), (ii) or (iv) reportable transactions during 1999.
15
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EXHIBIT INDEX
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Exhibit Number Exhibit Description
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23 Consent of Independent
Auditors
16
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
OGLEBAY NORTON COMPANY
DATE: June 28, 2000 By: /s/ David H. Kelsey
---------------------------------------
David H. Kelsey
Vice President and
Chief Financial Officer
On behalf of the Registrant
as Principal Financial
Officer
17
