<PAGE> 1
Annual Report
OGLEBAY NORTON COMPANY
INCENTIVE SAVINGS PLAN
PLAN NUMBER: 007
PLAN SPONSOR
Oglebay Norton Company
Cleveland, Ohio 44114
(216) 861-3300
Employer Identification Number: 34-0158970
PLAN ADMINISTRATOR
Oglebay Norton Company
Cleveland, Ohio 44114
(216) 861-3300
<PAGE> 2
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
For the year ended December 31, 1993
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
OGLEBAY NORTON COMPANY
1100 Superior Avenue
Cleveland, Ohio 44114
The Exhibit Index is located at Sequential Page 2.
<PAGE> 3
FORM 11-K
ITEM 9. FINANCIAL STATEMENTS AND EXHIBIT
(a) Financial Statements.
(1) Report of Independent Auditors;
(2) Statements of Net Assets Available for Benefits December 31,
1993 and 1992;
(3) Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1993;
(4) Notes to Financial Statements; and
(5) Schedules:
Assets Held for Investment Purposes
Reportable Transactions
(b) Exhibit.
(23) Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
administrator for the Oglebay Norton Company Incentive Savings Plan has duly
caused this annual report to be signed by the undersigned thereunto duly
authorized.
OGLEBAY NORTON COMPANY
INCENTIVE SAVINGS PLAN
BY OGLEBAY NORTON COMPANY,
Plan Administrator
------------------------
By Richard J. Kessler
Vice President--Finance and Development
DATE: June 22, 1994
<PAGE> 4
Item 9(a)
Financial Statements for Annual
Report on Form 11-K for the Year
Ended December 31, 1993
OGLEBAY NORTON COMPANY
INCENTIVE SAVINGS PLAN
Cleveland, Ohio
<PAGE> 5
Report of Independent Auditors
Compensation and Organization Committee
Oglebay Norton Company
We have audited the accompanying statements of net assets available for
benefits of the Oglebay Norton Company Incentive Savings Plan as of December
31, 1993 and 1992, and the related statements of changes in net assets
available for benefits for the year ended December 31, 1993. 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.
We conducted our audits in accordance with generally accepted auditing
standards. 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.
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, 1993 and 1992, and the changes in its net assets available for
benefits for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1993, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our audit
of the 1993 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1993 basic financial statements taken as a
whole.
April 20, 1994
1
<PAGE> 6
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1993
<CAPTION>
Funds
------------------------------------------------------
Bond Equity Insured Total
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Cash $ 188,336 $ 188,336
Oglebay Norton Company
Defined Contribution Master
Trust $3,226,520 $3,369,867 4,542,232 11,138,619
Emblem Fund 59,283 87,718 858,944 1,005,945
Guaranteed insurance contracts 653,455 653,455
-----------------------------------------------------------------------
3,285,803 3,457,585 6,242,967 12,986,355
Receivables:
Contributions from Oglebay
Norton Company 3,321 2,837 4,623 10,781
Contributions from participants 9,255 7,664 13,035 29,954
Accrued income 267 421 688
-----------------------------------------------------------------------
12,843 10,922 17,658 41,423
-----------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $3,298,646 $3,468,507 $6,260,625 $13,027,778
=======================================================================
<FN>
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
2
<PAGE> 7
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1992
<CAPTION>
Funds
------------------------------------------------------
Bond Equity Insured Total
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Oglebay Norton Company
Defined Contribution Master
Trust $2,834,088 $3,555,746 4,533,979 10,923,813
Emblem Fund 27,987 557,376 585,363
Guaranteed insurance contracts 1,670,654 1,670,654
-----------------------------------------------------------------------
2,862,075 3,555,746 6,762,009 13,179,830
Receivables:
Contributions from Oglebay
Norton Company 1,813 3,009 5,938 10,760
Contributions from participants 5,132 8,146 16,150 29,428
Accrued income 60 232 292
-----------------------------------------------------------------------
7,005 11,155 22,320 40,480
-----------------------------------------------------------------------
TOTAL ASSETS 2,869,080 3,566,901 6,784,329 13,220,310
LIABILITIES
Payable to trustee 15,673 311 15,984
-----------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $2,869,080 $3,551,228 $6,784,018 $13,204,326
=======================================================================
<FN>
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
3
<PAGE> 8
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1993
<CAPTION>
Funds
------------------------------------------------------
Bond Equity Insured Total
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Interest income $ 915 $ 1,120 $ 150,589 $ 152,624
Contributions:
Oglebay Norton Company 35,707 34,663 60,352 130,722
Participants 99,651 95,037 165,413 360,101
Net increase (decrease) in fair
value of investment in Oglebay
Norton Company Defined
Contribution Master Trust 331,721 (98,128) 274,717 508,310
-----------------------------------------------------------------------
TOTAL ADDITIONS 467,994 32,692 651,071 1,151,757
DEDUCTIONS
Withdrawal and termination
payments to participants (93,648) (134,266) (1,100,391) (1,328,305)
Transfer between funds 55,220 18,853 (74,073) 0
-----------------------------------------------------------------------
NET INCREASE (DECREASE) 429,566 (82,721) (523,393) (176,548)
Net assets at beginning of year 2,869,080 3,551,228 6,784,018 13,204,326
-----------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $3,298,646 $3,468,507 $6,260,625 $13,027,778
=======================================================================
<FN>
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
4
<PAGE> 9
Oglebay Norton Company Incentive Savings Plan
Notes to Financial Statements
December 31, 1993
A. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Oglebay Norton Company Incentive Savings Plan
(the "Plan") are maintained on the accrual basis.
The majority of the Plan's assets are invested in participant units of the
Oglebay Norton Company Defined Contribution Master Trust (the "Master Trust").
Investments in the Master Trust are stated at fair value. 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 on the
over-the-counter market and listed securities for which no sale was reported on
that date are generally valued at the average of the last reported bid and ask
prices. Investments in the Emblem Fund and the guaranteed insurance contracts
are stated at cost which approximates fair value.
Oglebay Norton Company (the "Company") pays all significant administrative
costs of the Plan.
B. PLAN DESCRIPTION
The Plan is a defined contribution plan in which salaried employees of the
Company's Cleveland office payroll, Central Silica Company and California
Silica Products Company are eligible to participate.
The Plan allows each participant to elect to contribute from 1% to 6% of base
compensation up to $8,994 in 1993. The contributions represent tax deferred
compensation contributions and take the form of reductions in salary for income
Continued tax purposes.
The Company is required to contribute an amount equal to 50% of a participant's
contributions up to a maximum of 2% of a participant's compensation.
Additional discretionary contributions are limited to 8% of a participant's
base compensation. The Company reserves the right, by action of its Board of
Directors, to terminate the Plan at any time. 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.
5
<PAGE> 10
Oglebay Norton Company Incentive Savings Plan
Notes to Financial Statements--Continued
B. PLAN DESCRIPTION--CONTINUED
Participant contributions may be invested in a Bond Fund, Equity Fund or
Insured Fund in 10% multiples. Company contributions are allocated on the same
basis as participant contributions. A participant who has reached age 60 or
has completed 25 years of service may elect to have their entire balances
invested in the Bond and Equity Funds transferred to the Insured Fund.
The Bond Fund is invested in securities or other assets, other than those of
the Company, providing income that is fixed, limited, or determinable in
advance, or in common or collective trusts or investment funds. Up to 50% of
the Equity Fund may be invested in shares of the Company common stock. The
balance of the Equity Fund is invested in common stocks, securities convertible
into common stocks, and common or collective trusts or investment funds. The
Insured Fund is invested primarily in insurance contracts which provide a
guaranteed rate of return, but may also be invested in United States Government
securities, the income from which is fixed or determinable in advance, or in
common or collective trusts or investment funds. Funds deposited in the
Insured Fund will be invested in assets which are pooled together to provide a
blended average rate of return.
All assets of the Plan are recorded in individual participant accounts.
Participants are fully vested as to their contributions and vest at 10% per
year for the first four years of employment and fully vest after five years in
all Company contributions made to the Plan. 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.
C. INVESTMENTS AND TRANSACTIONS WITH PARTIES-IN-INTEREST
Society National Bank, trustee of the Plan, holds the investment assets of the
Plan principally in the Master Trust with the assets of another plan of the
Company and executes transactions therein. The trustee invests assets of the
Master Trust in accordance with the terms of the Trust Agreement under the
direction of the Company or the Company's investment manager for the Bond and
Equity Funds. All other investments of the Plan are held in the Emblem Fund,
for which the bank serves as investment advisor and guaranteed insurance
contracts.
6
<PAGE> 11
Oglebay Norton Company Incentive Savings Plan
Notes to Financial Statements--Continued
C. INVESTMENTS AND TRANSACTIONS WITH PARTIES-IN-INTEREST--CONTINUED
The change in the difference between the fair value and the cost of investments
is reflected in the statement of changes in net assets available for benefits
as a portion of the net increase (decrease) in fair value of the Plan's
investment in the Master Trust.
Financial information relating to the Master Trust and the Plan's share in the
net assets of the Master Trust included in the accompanying financial
statements as of and for the year ended December 31, 1993 is based on
information provided by the trustee. Summarized Statements of Assets and
Liabilities at December 31, 1993 and 1992, and Statements of Income, Expense
and Changes in Net Assets of the Master Trust for the years then ended are as
follows:
<TABLE>
SUMMARIZED STATEMENTS OF ASSETS AND LIABILITIES
<CAPTION>
Funds
------------------------------------------------------
Bond Equity Insured Total
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1993
Assets $4,239,416 $3,781,062 $8,882,531 $16,903,009
Liabilities 0
-----------------------------------------------------------------------
NET ASSETS $4,239,416 $3,781,062 $8,882,531 $16,903,009
=======================================================================
DECEMBER 31, 1992
Assets $3,631,103 $4,449,359 $8,515,960 $16,596,422
Liabilities 0
-----------------------------------------------------------------------
NET ASSETS $3,631,103 $4,449,359 $8,515,960 $16,596,422
=======================================================================
</TABLE>
7
<PAGE> 12
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Notes to Financial Statements--Continued
C. INVESTMENTS AND TRANSACTIONS WITH PARTIES-IN-INTEREST--CONTINUED
SUMMARIZED STATEMENTS OF INCOME, EXPENSE AND CHANGES IN NET ASSETS
<CAPTION>
Funds
------------------------------------------------------
Bond Equity Insured Total
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1993
INCOME
Transfers in $ 220,344 $ 633,084 $ 853,428
Interest income 318,148 $ 1,450 4,103 323,701
Dividend income 84,636 84,636
Realized and unrealized
gains (losses) 101,947 (213,376) 525,401 413,972
-----------------------------------------------------------------------
TOTAL INCOME 640,439 (127,290) 1,162,588 1,675,737
EXPENSES
Administrative (1,570) (1,057) (2,627)
-----------------------------------------------------------------------
NET INCOME 638,869 (128,347) 1,162,588 1,673,110
Transfers from the MT (10,000) (536,523) (820,000) (1,366,523)
Net assets at beginning
of year 3,610,547 4,445,932 8,539,943 16,596,422
-----------------------------------------------------------------------
NET ASSETS AT END OF
YEAR $4,239,416 $3,781,062 $8,882,531 $16,903,009
=======================================================================
DECEMBER 31, 1992
INCOME
Transfers in $ 20,000 $ 139,983 $2,839,980 $ 2,999,963
Interest income 242,110 18,214 1,989 262,313
Dividend income 124,697 124,697
Realized and unrealized
gains (losses) 9,249 (251,373) 538,403 296,279
-----------------------------------------------------------------------
TOTAL INCOME 271,359 31,521 3,380,372 3,683,252
EXPENSES
Administrative (1,433) (1,834) (3,267)
-----------------------------------------------------------------------
NET INCOME 269,926 29,687 3,380,372 3,679,985
Transfers from the MT (400,009) (380,001) (495,546) (1,275,556)
Net assets at beginning
of year 3,740,630 4,796,246 5,655,117 14,191,993
-----------------------------------------------------------------------
NET ASSETS AT END OF
YEAR $3,610,547 $4,445,932 $8,539,943 $16,596,422
=======================================================================
</TABLE>
8
<PAGE> 13
Oglebay Norton Company Incentive Savings Plan
Notes to Financial Statements--Continued
C. INVESTMENTS AND TRANSACTIONS WITH PARTIES-IN-INTEREST--CONTINUED
The Plan's interest in the Master Trust was $11,138,619 or 65.9% and
$10,923,813 or 65.8% at December 31, 1993 and 1992, respectively. The cost of
such investments at December 31, 1993 and 1992 was $11,938,888 and $12,273,811,
respectively.
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1993 1992
-----------------------
<S> <C> <C>
Emblem Fund $1,005,945 $ 585,363
Hartford Life Insurance 653,455 678,379
Confederation Life Insurance 992,275
</TABLE>
D. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code ("IRC"). Therefore, the related Trust is
tax exempt under Section 501(a) of the IRC. The Compensation and Organization
Committee is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status. The tax
exempt status of the Plan does not apply to the taxability of distributions to
participants under the Plan.
E. SUBSEQUENT EVENT
Effective January 1, 1994, the Plan was amended to include employees of the
Company's wholly owned subsidiary, West Minerals, Inc.
9
<PAGE> 14
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Assets Held for Investment Purposes
December 31, 1993
<CAPTION>
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Fair Value
- - - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BOND FUND
Emblem Fund 59,283 $ 59,283 $ 59,283
EQUITY FUND
Emblem Fund 87,718 87,718 87,718
INSURED FUND
Emblem Fund 858,944 858,944 858,944
Guaranteed insurance contracts (GIC):
Hartford Life GIC, GA-8790, 8.84%,
payable 01-06-1995 653,455 653,455 653,455
</TABLE>
10
<PAGE> 15
Oglebay Norton Company Incentive Savings Plan
Reportable Transactions
Year Ended December 31, 1993
SECTION A
Individual transactions which involve an amount in excess of 5% of the fair
value on January 1, 1993 (5% of $13,204,326 = $660,216).
<TABLE>
<CAPTION>
Fair
Value on
Purchase Selling Cost of Transaction Gain
Description Price Price Expenses Asset Date (Loss)
- - - ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Confederation Life
Insurance $ 823,906 $ 0 $ 823,906 $ 823,906 $ 0
</TABLE>
SECTION B
Transactions in a plan year concerning a series of the same issue which when
sales and purchases are aggregated involve an amount in excess of 5% of the
fair value on January 1, 1993 (5% of $13,204,326 = $660,216).
<TABLE>
<CAPTION>
Purchases Sales Total
--------------------- -------------------- ------------------- Gain
Description No. Amount No. Amount No. Amount (Loss)
- - - ------------------------------------------ -------------------- ------------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Emblem Fund 78 $1,553,900 60 $ 1,133,318 138 $ 2,687,218 $ 0
Confederation Life
Insurance 11 83,621 13 1,075,896 24 1,159,517 0
</TABLE>
11
<PAGE> 1
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-37974) and in the Post-Effective
Amendment No. 4 to the Registration Statement (Form S-8 No. 2-80895)
pertaining to the Oglebay Norton Company Incentive Savings Plan of our
report dated April 20, 1994, with respect to the financial statements and
schedules of the Oglebay Norton Company Incentive Savings Plan included
in this Annual Report (Form 11-K) for the year ended December 31, 1993.
ERNST & YOUNG
Cleveland, Ohio
June 20, 1994
