<PAGE> 1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
----------- -------------
Commission file number 33-37975
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST
B. Name of the 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
<PAGE> 2
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ITEM 9. FINANCIAL STATEMENTS AND EXHIBIT
(a) Financial Statements
(1) Report of Independent Accountants;
(2) Statement of Net Assets Available for Benefits as
of December 31, 1994 and 1993;
(3) Statement of Changes in Net Assets Available for
Benefits, With Fund Information for the year
ended December 31, 1994;
(4) Notes to Financial Statements; and
(5) Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
as of December 31, 1994
Schedule of Reportable Transactions for the year
ended December 31, 1994
(b) Exhibit
(1) Consent of Independent Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan administrator for the Oglebay Norton Taconite
Company Thrift Plan and Trust has duly caused this annual report to
be signed by the undersigned thereunto duly authorized.
OGLEBAY NORTON TACONITE COMPANY
THRIFT PLAN AND TRUST
BY OGLEBAY NORTON COMPANY,
Plan Administrator
/S/Richard J. Kessler
---------------------------------
By Richard J. Kessler,
Vice President - Finance and Development
DATE: June 23, 1995
<PAGE> 3
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
PAGE(S)
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Benefits as of December 31, 1994 and 1993 3
Statement of Changes in Net Assets Available for Benefits, With Fund Information
for the year ended December 31, 1994 4
Notes to Financial Statements 5-9
Supplemental Schedules:
Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1994 10
Line 27d - Schedule of Reportable Transactions for the year ended December 31, 1994 11
</TABLE>
1
<PAGE> 4
COOPERS & LYBRAND
[Letterhead]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Committee of the
Oglebay Norton Taconite Company Thrift Plan and Trust:
We have audited the accompanying statements of net assets
available for benefits of the Oglebay Norton Taconite Company
Thrift Plan and Trust as of December 31, 1994 and 1993, and
the related statement of changes in net assets available for
benefits for the year ended December 31, 1994. 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 audits 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 Oglebay Norton Taconite Company
Thrift Plan and Trust (the Plan) as of December 31, 1994 and
1993, and the changes in net assets available for benefits for
the year ended December 31, 1994, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of Assets Held for Investment Purposes
and Reportable Transactions are presented for the purpose of
additional analysis and are not a required part of the basic
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. The fund information in the statement of
changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the
changes in net assets available for benefits of each fund.
The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
June 9, 1995
2
<PAGE> 5
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1994 and 1993
<TABLE>
<CAPTION>
ASSETS 1994 1993
<S> <C> <C>
Investments, at fair value:
EB Managed Guaranteed Investment Contract Fund $ 4,332,280
Fidelity Advisor Growth Opportunities Fund 982,215
Fidelity Advisor Limited Term Bond Fund 797,078
Plan interest in Oglebay Norton DC Master Trust $ 5,768,219
Short-term investment fund 86,841
----------- -----------
6,111,573 5,855,060
Contributions receivable:
Employee 15,619 13,068
Employer 3,204 11,142
Accrued interest and dividends 3,944 5,902
----------- -----------
Net assets available for benefits $ 6,134,340 $ 5,885,172
=========== ===========
</TABLE>
[FN]
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
3
<PAGE> 6
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
for the year ended December 31, 1994
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------
EB FIDELTY
MANAGED FIDELITY ADVISOR
GUARANTEED ADVISOR LIMITED
INVESTMENT GROWTH TERM
CONTRACT OPPORTUNITIES BOND INSURED EQUITY BOND
FUND FUND FUND FUND FUND FUND OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 68,630 $ (18,994) $ 748 $ 50,384
Plan interest in Oglebay Norton
DC Master Trust investment $ (49,446) 155,444
income 3,214 11,387 1,943 $ 175,379 $ 29,511
Interest and dividends 3,214 11,387 1,943 392 362 1,095 $ (1,958) 16,435
Contributions:
Participants 52,387 19,164 15,448 194,032 40,270 66,864 2,551 390,716
Employers 11,063 4,181 3,596 43,200 9,293 18,496 (7,938) 81,891
---------- ---------- ---------- ---------- ---------- ---------- -------- -----------
Total additions 135,294 15,738 21,735 413,003 79,436 37,009 (7,345) 694,870
---------- ---------- ---------- ---------- ---------- ---------- -------- -----------
Deductions:
Benefits paid to participants 39,309 47,299 341,202 5,900 6,737 440,447
Administrative expenses 5,255 5,255
---------- ---------- ---------- ---------- ---------- ---------- -------- -----------
Total deductions 5,255 39,309 47,299 341,202 5,900 6,737 445,702
---------- ---------- ---------- ---------- ---------- ---------- -------- -----------
Net increase (decrease) prior
to interfund transfers 130,039 (23,571) (25,564) 71,801 73,536 30,272 (7,345) 249,168
Interfund transfers 4,202,241 1,005,786 822,642 (4,444,726) (507,242) (1,078,701)
---------- ---------- ---------- ---------- ---------- ---------- -------- -----------
Net increase (decrease) 4,332,280 982,215 797,078 (4,372,925) (433,706) (1,048,429) (7,345) 249,168
Net assets available for benefits:
Beginning of year - - - 4,372,925 433,706 1,048,429 30,112 5,885,172
---------- ---------- ---------- ---------- ---------- ---------- -------- -----------
End of year $4,332,280 $ 982,215 $ 797,078 - - - $ 22,767 $ 6,134,340
========== ========== ========== ========== ========== ========== ======== ===========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
</TABLE>
4
<PAGE> 7
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
The following brief description of the Oglebay Norton
Taconite Company (ONTAC) Thrift Plan and Trust (the Plan)
is provided for general information purposes only.
Participants should refer to the Plan document for
complete information regarding the Plan's definitions,
benefits, eligibility and other matters.
GENERAL:
The Plan is a contributory defined contribution plan
available to all full-time salaried employees of ONTAC.
Employee participation in the Plan is voluntary and
enrollment in the Plan is permitted on the first day of
each January and July following the date of hire. The
Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS:
The Plan allows participants to contribute up to fifteen
percent of their base salary which includes overtime
compensation.
ONTAC makes monthly contributions equal to 50% of the
participants' eligible monthly contributions up
to a maximum of two percent of their base salary, subject
to any statutory limits.
PARTICIPANT ACCOUNTS:
Effective September 30, 1994, participant contributions
are invested in the following trustee-managed investment
funds:
- EB Managed Guaranteed Investment Contract Fund -
consists primarily of a diversified portfolio of
insurance companies and other investment contracts.
- Fidelity Advisor Growth Opportunities Fund - consists
primarily of common stocks and securities convertible
to common stocks.
- Fidelity Advisor Limited Term Bond Fund - consists
primarily of high and upper-medium grade fixed
income obligations.
Prior to September 30, 1994, participant contributions
were invested in the following trustee-managed investment
funds that were part of the Oglebay Norton DC Master
Trust:
- Insured Fund - consisted primarily of corporate
securities and other assets the income from which is
fixed, limited, or determinable in advance.
- Equity Fund - consisted primarily of common stocks and
securities convertible to common stocks.
- Bond Fund - consisted primarily of short-term U.S.
govenunent securities, corporate securities,
mortgage-related securities and zero coupon bonds.
5
<PAGE> 8
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST NOTES TO FINANCIAL
STATEMENTS, CONTINUED
1. DESCRIPTION OF PLAN, CONTINUED:
PARTICIPANT ACCOUNTS, CONTINUED:
Allocation of the participant's contributions among the investment
funds selected by the participant, may be changed on each enrollment
date, and is limited to multiples of 10 percent of the participant's
contributions. Allocation of the employer contributions among the
investment funds matches that of the participant's contributions.
Each participant's account is credited with the participant's monthly
contribution, the monthly allocation of ONTAC's contribution, and fund
earnings. Participants must be employed at the end of the month to
receive an allocation of ONTAC's monthly contribution. A participant is
entitled to the benefit that can be provided from the participant
accounts. As of December 31, 1994, approximately 104 employees were
participating in the Plan. At December 31, 1994 and 1993, the
approximate number of participants in each investment fund was as
follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
EB Managed Guaranteed Investment Contract Fund 75
Fidelity Advisor Growth Opportunities Fund 35
Fidelity Advisor Limited Term Bond Fund 42
Insured Fund 88
Equity Fund 79
Bond Fund 34
</TABLE>
VESTING:
Participants are immediately vested in the value of their contributions
plus actual earnings thereon. Participants achieve 100 percent vesting
in ONTAC contributions and earnings thereon upon completion of five years
of service after plan enrollment or upon death, disability, or retirement
after age 65. If employees terminate before rendering five years of
service, they forfeit the right to obtain any ONTAC nonvested
contributions and earnings thereon in excess of 10 percent for each full
year of service up to 40 percent.
FORFEITED ACCOUNTS:
At December 31, 1994, forfeited nonvested accounts totaled $160 which
will be used to reduce future employer contributions. Also, in 1994,
employer contributions were reduced by $3,007 from forfeited nonvested
accounts.
6
<PAGE> 9
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF PLAN, CONTINUED:
PAYMENT OF BENEFITS:
Upon retirement, death, disability or separation from
service, a participant or beneficiary will receive a lump
sum distribution equal to the vested portion of the
participant's account.
PLAN TERMINATION:
While ONTAC has not expressed any intent to discontinue
its contributions, it is free to do so at any time
subject to the provisions of ERISA. In the event such
discontinuance results in the termination of the Plan,
participants will become 100 percent vested in their
accounts and the Plan assets will be available for the
exclusive use of the participants subject to the
discretion of the Plan administrator.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
VALUATION OF INVESTMENTS:
Effective September 30, 1994, investments of the Plan
have been made in commingled trust funds which consist
primarily of cash equivalents, common stock, guaranteed
investment contracts and corporate, U.S. government and
federal agency bonds. Prior to September 30, 1994,
investments of the Plan consisted of units in the Oglebay
Norton DC Master Trust. The individual investments that
comprised the Oglebay Norton DC Master Trust were similar
in nature to those that comprise the commingled trust
funds.
Equity securities and fixed interest obligations
that are traded on a national securities exchange are
valued at the last reported sales price on the last
business day of the year; investment securities traded in
the over-the-counter market are valued at the last
reported bid price. Guaranteed investment contracts are
valued at fair value. Investments in money market funds
are recorded at cost which is equivalent to fair value.
CONTRIBUTIONS:
Employee contributions are recorded in the period ONTAC
makes payroll deductions from plan participants.
Employer contributions are accrued based on employee
contributions.
INTEREST AND DIVIDENDS:
Interest income is recorded as earned on an accrual basis
and dividend income is recorded on the ex dividend date.
7
<PAGE> 10
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
NET APPRECIATION (DEPRECIATION) IN THE FAIR VALUE OF
INVESTMENTS:
The statement of changes in net assets available
for benefits, with fund information, includes the
net appreciation (depreciation) in the fair value of
investments which consists of the realized gains or losses
and the unrealized appreciation (depreciation) on those
investments.
BENEFIT PAYMENTS:
Net assets available for benefits as of December 31, 1994
includes approximately $116,000 of benefits payable to
participants who had withdrawn from the Plan by December
31, 1994, but for whom the distributions have not been
made. For purposes of filing Form 5500, such amounts are
reflected as a liability in the Statement of Net Assets
Available for Benefits in accordance with Department of
Labor Regulations.
3. RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS:
The trustee is authorized under contract provisions or by
ERISA regulations providing an administrative or statutory
exemption, to invest in funds under its control and in
securities of Oglebay Norton Company.
In 1994, there were 138 purchases and 57 sales
in the various investment funds under the trustee's
control, totaling $14,044,831 and $113,882,831,
respectively. In 1993, there were 92 purchases
and 41 sales in the various investment funds
under the trustee's control, totaling $1,269,076 and
$1,277,809, respectively.
Temporary cash balances are invested on a daily basis in
short-term investment funds under the trustee's control.
Such temporary cash balances are not significant to the
Plan's financial statements.
4. TAX STATUS:
The Plan obtained its latest determination letter on March
31, 1989, in which the Internal Revenue Service stated
that the Plan, as then designed, was in compliance with
the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the
determination letter. However, the plan administrator and
the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included
in the Plan's financial statements.
8
<PAGE> 11
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. PLAN INTEREST IN OGLEBAY NORTON DC MASTER TRUST:
The Plan's investments at December 31, 1993 were
principally in the Oglebay Norton DC Master Trust which
was established for the investment of assets of the Plan
and one other Oglebay Norton sponsored retirement plan.
Each of the participating retirement plans have an
individual interest in the Master Trust.
A summary of the net assets included in the Oglebay
Norton DC Master Trust at December 31, 1993 is as
follows:
<TABLE>
<S> <C>
Investments, at fair value:
Fixed Income - Corporate $ 10,213,230
Common and convertible preferred stock 3,733,389
Fixed Income - U.S. Government 1,111,696
Mortgage-related securities 1,286,766
Cash equivalents 327,312
Zero coupon bonds 230,616
------------
Total Oglebay Norton DC Master Trust net assets $ 16,903,009
============
</TABLE>
Interest, dividends and net appreciation (depreciation)
in the fair value of these investments are allocated to
the Plan on a monthly basis, based upon the value of
investments held at the close of the prior month. The
Plan held approximately 34.1% of the total fair value of
the Oglebay Norton Master Trust net assets at the end of
1993.
Effective September 30, 1994, the Oglebay Norton
DC Master Trust was dissolved. The underlying investment
securities held in the Master Trust were transferred to
the Plan on a pro rated basis determined by the Plan's
percentage ownership in the Master Trust at September 30,
1994.
Investment income of the Oglebay Norton DC Master
Trust for 1994, for the period prior to dissolution, is as
follows:
<TABLE>
<S> <C>
Net appreciation in fair value of investments $ 74,747
Interest and dividends 307,923
---------
$ 382,670
=========
</TABLE>
The net appreciation in fair value of investments
resulted primarily from corporate fixed income
investments.
9
<PAGE> 12
SUPPLEMENTAL SCHEDULES
<PAGE> 13
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1994
EIN 34-1201326
Plan Number 003
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
Society National Bank EB Managed Guaranteed Investment
Contract Fund $ 4,298,849 $ 4,332,280
Society National Bank Fidelity Advisor Growth Opportunities Fund 1,039,955 982,215
Society National Bank Fidelity Advisor Limited Term Bond Fund 796,547 797,078
-----------
$ 6,111,573
===========
</TABLE>
10
<PAGE> 14
OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1994
EIN 34-1201326
Plan Number 003
<TABLE>
<CAPTION>
CURRENT
EXPENSE VALUE OF
INCURRED ASSET ON
PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE OR (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Society National Bank Short-Term Investment Fund $ 560,256 $ 560,256 $ 560,256
Society National Bank Short-Term Investment Fund $ 440,526 440,526 440,526
Society National Bank Money Market Fund 6,628,732 6,628,732 6,628,732
Society National Bank Money Market Fund 6,742,695 6,742,695 6,742,695
Society National Bank EB Managed Guaranteed
Investment Contract Fund 4,300,467 4,300,467 4,300,467
Society National Bank Fidelity Growth
Opportunity Fund 994,923 994,923 994,923
Society National Bank Fidelity Limited Term
Bond Fund 795,453 795,453 795,453
</TABLE>
11
<PAGE> 15
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Oglebav Norton Company on Form S-8 (Registration
No. 33-37975) of our report dated June 9, 1995, on our audits of
the financial statements and supplemental schedules of the
Oglebay Norton Taconite Company Thrift Plan and Trust as of
December 31, 1994 and 1993, and for the year ended December 31,
1994, which report is included in this Annual Report on
Form 11-K.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
June 23, 1995
