<PAGE> 1
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, 1994
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.
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FORM 11-K
ITEM 9. FINANCIAL STATEMENTS AND EXHIBIT
(a) Financial Statements.
(1) Report of Independent Auditors;
(2) Statements of Assets Available for Benefits with Fund
Information--December 31, 1994 and 1993;
(3) Statement of Changes in Assets Available for Benefits with
Fund Information for the year ended December 31, 1994;
(4) Notes to Financial Statements; and
(5) Schedules:
Assets Held for Investment Purposes as of December
31, 1994
Reportable Transactions for the year ended
December 31, 1994
(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
/s/ Richard J. Kessler
--------------------------------------
By Richard J. Kessler
Vice President--Finance and Development
DATE: June 23, 1995
<PAGE> 3
Item 9(a)
Financial Statements for Annual
Report on Form 11-K for the Year
Ended December 31, 1994
OGLEBAY NORTON COMPANY
INCENTIVE SAVINGS PLAN
Cleveland, Ohio
<PAGE> 4
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Statement of Assets Available for Benefits, with Fund Information
December 31, 1994
<CAPTION>
Limited Growth Incentive
Term Equity MaGIC
Bond Fund Fund Fund Total
---------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
Investments, at fair value:
Mutual funds $2,862,780 $3,257,771 $6,120,551
Corporate debt instruments 13,180 13,180
EB MaGIC Fund $4,974,165 4,974,165
Guaranteed insurance contracts 451,947 451,947
---------------------------------------------------------------------
2,875,960 3,257,771 5,426,112 11,559,843
Receivables:
Contributions from Oglebay
Norton Company 1,866 3,277 3,422 8,565
Contributions from participants 4,921 8,978 9,600 23,499
Accrued income 21 4 34 59
---------------------------------------------------------------------
6,808 12,259 13,056 32,123
---------------------------------------------------------------------
ASSETS AVAILABLE FOR BENEFITS $2,882,768 $3,270,030 $5,439,168 $11,591,966
=====================================================================
</TABLE>
See notes to financial statements.
2
<PAGE> 5
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Statement of Assets Available for Benefits, with Fund Information
December 31, 1993
<CAPTION>
Bond Equity Insured
Fund Fund Fund Total
---------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
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
---------------------------------------------------------------------------
ASSETS AVAILABLE FOR BENEFITS $3,298,646 $3,468,507 $6,260,625 $13,027,778
===========================================================================
</TABLE>
See notes to financial statements.
3
<PAGE> 6
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Statement of Changes in Assets Available for Benefits, with Fund Information
Year Ended December 31, 1994
<CAPTION>
Limited Growth Incentive
Bond Equity Insured Term Bond Equity MaGIC
Fund Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest and dividends $131,953 $39,904 $43,252 $37,588 $41,234 $6,805 $300,736
Net realized and
unrealized (depreciation)
appreciation on investments
(235,101) 28,167 199,411 (13,916) (67,675) 78,361 (10,753)
Contributions:
Employee 95,638 82,883 116,458 21,061 31,267 33,045 380,352
Employer 35,484 26,993 40,444 7,978 11,279 12,397 134,575
---------------------------------------------------------------------------------------------------------
27,974 177,947 399,565 52,711 16,105 130,608 804,910
Benefits paid to
participants (366,965) (233,823) (1,639,934) (2,240,722)
Interfund transfers (129,598) (158,706) 288,304 0
Other transfers (2,830,057) (3,253,925) (5,308,560) 2,830,057 3,253,925 5,308,560 0
---------------------------------------------------------------------------------------------------------
(3,326,620) (3,646,454) (6,660,190) 2,830,057 3,253,925 5,308,560 (2,240,722)
---------------------------------------------------------------------------------------------------------
Net (decrease) increase (3,298,646) (3,468,507) (6,260,625) 2,882,768 3,270,030 5,439,168 (1,435,812)
Assets available for
benefits at beginning
of year 3,298,646 3,468,507 6,260,625 13,027,778
--------------------------------------------------------------------------------------------------------
ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $0 $0 $0 $2,882,768 $3,270,030 $5,439,168 $11,591,966
=========================================================================================================
</TABLE>
See notes to financial statements.
4
<PAGE> 7
Oglebay Norton Company Incentive Savings Plan
Notes to Financial Statements
December 31, 1994
A. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Oglebay Norton Company Incentive Savings Plan
(the "Plan") are prepared on the accrual basis. The accounting records are
maintained by the Plan administrator, Oglebay Norton Company (the Company), in
conjunction with Society National Bank, the trustee, who maintains the assets
and distributes benefits.
Investments are stated at fair value representing quoted market prices.
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 EB MaGIC Fund and guaranteed
insurance contracts are stated at cost which approximates fair value.
The change in the difference between the fair value and the cost of investments
is reflected in the statement of changes in assets available for benefits as
unrealized appreciation (depreciation) in the aggregate fair value of
investments.
B. PLAN DESCRIPTION
The Plan is a defined contribution plan covering salaried employees of the
Company's Cleveland office payroll; Oglebay Norton Industrial Sands, Inc.'s
Central Silica, California Silica Products, and Cleveland office facilities;
Oglebay Norton Refractories & Minerals, Inc.; and hourly or piecework
employees of the Oglebay Norton Refractories & Minerals, Inc.'s Warren, Ohio
facility.
The Plan allows each participant to elect to contribute from 1% to 6% of base
compensation up to $9,240 in 1994. 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 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> 8
Oglebay Norton Company Incentive Savings Plan
Notes to Financial Statements-Continued
B. PLAN DESCRIPTION--CONTINUED
In 1994, the Plan liquidated the assets attributable to the Oglebay Norton
Company Defined Contribution Master Trust along with other investment assets
and established a new investment program which provides for the following
participant directed investment options summarized below:
LIMITED TERM BOND FUND--Funds are invested in shares of a registered
investment company that invests in U.S. Government securities, corporate
obligations, obligations of U.S. banks and commercial paper.
GROWTH EQUITY FUND--Funds are invested in shares of a registered
investment company that invests primarily in common and preferred stock and
securities convertible into common stock.
INCENTIVE MAGIC FUND--Funds are invested primarily in insurance contracts
and other investment contracts which provide a guaranteed 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.
The foregoing description of the Plan provides only general information.
Participants should refer to the summary plan description of The Oglebay Norton
Company Incentive Savings Plan for a more complete description of the Plan's
provisions. Copies of this summary are available from the Plan administrator.
6
<PAGE> 9
Oglebay Norton Company Incentive Savings Plan
Notes to Financial Statements-Continued
C. INVESTMENTS
The following is a summary of the individual investments held by the Plan as of
December 31, 1994 and 1993 which represents five percent or more of assets
available for benefits:
<TABLE>
<CAPTION>
1994 1993
---------------------------
<S> <C> <C>
EB MaGIC Fund $4,974,165
Fidelity Advisor Growth Opportunity Fund 3,257,771
Fidelity Advisor Limited Term Bond Fund 2,862,780
Emblem Fund $1,005,945
Hartford Life Insurance 653,455
</TABLE>
Financial information relating to the Master Trust and the Plan's share in the
assets of the Master Trust included in the accompanying financial statements as
of December 31, 1993 is based on information provided by the trustee. A
summarized Statement of Assets and Liabilities of the Master Trust at December
31, 1993 is as follows:
SUMMARIZED STATEMENT OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
Funds
------------------------------------------------
Bond Equity Insured Total
--------------------------------------------------------------
DECEMBER 31, 1993
<S> <C> <C> <C> <C>
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
===============================================================
The Plan's interest in the Master Trust was $11,138,619 or 65.9% at December
31, 1993. The cost of such investments at December 31, 1993 was $11,938,888.
</TABLE>
7
<PAGE> 10
Oglebay Norton Company Incentive Savings Plan
Notes to Financial Statements-Continued
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. TRANSACTIONS WITH PARTIES-IN-INTEREST
Transactions with parties-in-interest consist of purchases and sales of common
trust fund investments sponsored by Society National Bank.
The Company pays all significant administrative costs of the Plan.
8
<PAGE> 11
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Schedule of Assets Held for Investment Purposes
December 31, 1994
<CAPTION>
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Fair Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Limited Term Bond Fund:
Fidelity Advisor Limited Term Bond Fund 278,819 $2,860,083 $2,862,780
Bank America National Trust and Savings
Association Series A 11,760 13,180
Growth Equity Fund:
Fidelity Advisor Growth Opportunity Fund 133,257 3,452,025 3,257,771
Incentive MaGIC Fund:
Guaranteed insurance contracts (GIC):
Hartford Life GIC, GA-8790, 8.84%,
payable 01-06-1995 451,947 451,947
Society EB MaGIC Fund 491,517 4,935,669 4,974,165
-----------------------------------
$11,711,484 $11,559,843
===================================
</TABLE>
9
<PAGE> 12
<TABLE>
Oglebay Norton Company Inc Incentive Savings Plan
Schedule of Reportable Transactions
Year Ended December 31, 1994
<CAPTION>
Fair Value
of Assets on
Purchase Selling Cost of Transaction Gain
Description Price Price Assets Sold Date (Loss)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (i) SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF PLAN ASSETS
U.S. Government Obligations Fund $4,889,179 $4,899,179 $ 4,889,179
ONCo Master Trust Insured Fund 4,863,542 4,125,678 4,863,542 $737,864
U.S. Government Obligations Fund $1,047,280 1,047,280
U.S. Government Obligations Fund 4,863,542 4,863,542
Society EB MaGIC Fund 4,889,179 4,889,179
U.S. Government Obligations Fund 3,235,418 3,235,418 3,235,418
ONCo Master Trust Equity Fund 3,226,098 3,049,319 3,226,098 176,779
U.S. Government Obligations Fund 3,226,098 3,226,098
Fidelity Advisor Growth Fund 3,235,418 3,235,418
U.S. Government Obligations Fund 2,812,911 2,812,911 2,812,911
ONCo Master Trust Bond Fund 2,799,186 2,794,990 2,799,186 4,196
U.S. Government Obligations Fund 2,799,186 2,799,186
Fidelity Advisor Limited Term
Bond Fund 2,812,911 2,812,911
10
</TABLE>
<PAGE> 13
<TABLE>
Oglebay Norton Company Incentive Savings Plan
Schedule of Reportable Transactions--Continued
Year Ended December 31, 1994
<CAPTION>
Purchases Sales Total
-------------- -------------- -------------- Gain
Description No. Amount No. Amount No. Amount (Loss)
- -------------------------------------------- --------------------- --------------------- ---------
CATEGORY (iii)--SERIES OF TRANSACTIONS IN EXCESS OF FIVE PERCENT OF PLAN ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. Government
Obligations Fund 90 $13,104,799 67 $13,093,429 157 $26,198,228
Society EB MaGIC Fund 2 4,939,488 2 4,939,488
ONCo Master Trust
Insured Fund 3 5,105,254 3 5,105,254 $769,722
ONCo Master Trust
Equity Fund 7 3,419,098 7 3,419,098 190,725
Fidelity Advisor Growth
Fund 3 3,301,226 3 3,301,226
ONCo Master Trust Bond
Fund 6 3,105,186 6 3,105,186 29,418
Fidelity Advisor Limited
Term Bond Fund 4 2,855,200 4 2,855,200
</TABLE>
11
<PAGE> 14
REPORT OF INDEPENDENT AUDITORS
Compensation and Organization Committee
Oglebay Norton Company
We have audited the accompanying statements of assets available for benefits of
the Oglebay Norton Company Incentive Savings Plan as of December 31, 1994 and
1993, and the related statement of changes in 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 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 assets available for benefits of the Plan at
December 31, 1994 and 1993, and the changes in its 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
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1994, 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 Fund
Information in the statement of assets available for benefits and the statement
of changes in assets available for benefits is presented for purposes of
additional analysis rather than to present the assets available for benefits
and changes in assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in our audits 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.
ERNST & YOUNG LLP
Cleveland, Ohio
June 7, 1995
<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 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 June 7, 1995, 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, 1994.
ERNST & YOUNG LLP
Cleveland, Ohio
June 23, 1995
