<PAGE> 1
Page 1 of 13 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1997 Commission File Number 0-663
------------- -----
OGLEBAY NORTON COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-0158970
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 Superior Avenue Cleveland, Ohio 44114-2598
-----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 861-3300
--------------
None
--------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
----- ------
Shares of Common Stock outstanding at July 31, 1997: 2,386,390
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<PAGE> 2
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NUMBER
-----------
<S> <C>
PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance
Sheet - June 30, 1997 (Unaudited) and
December 31, 1996 3
Condensed Consolidated Statement of
Operations (Unaudited) - Three Months
Ended June 30, 1997 and 1996 and Six
Months Ended June 30, 1997 and 1996 4
Condensed Consolidated Statement of
Cash Flows (Unaudited) - Six Months
Ended June 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial
Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7-11
PART II. OTHER INFORMATION 12-13
---------------------------
</TABLE>
<PAGE> 3
Part I. FINANCIAL INFORMATION
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 5,379,291 $ 21,850,282
Marketable securities 898,475
Accounts receivable, less reserve
for doubtful accounts
(1997-$537,000 1996-$512,000) 26,933,420 27,909,834
Inventories
Raw materials and finished products 3,407,718 3,003,079
Operating supplies 3,463,414 3,534,003
--------- ---------
6,871,132 6,537,082
Deferred income taxes 3,425,573 3,214,573
Prepaid insurance and other expenses 7,027,658 1,650,620
TOTAL CURRENT ASSETS 49,637,074 62,060,866
PROPERTIES AND EQUIPMENT 323,660,109 300,074,691
Less allowances for depreciation
and amortization 161,131,506 157,473,072
----------- -----------
162,528,603 142,601,619
PREPAID PENSION COSTS AND OTHER ASSETS 36,133,103 31,550,923
------------ ------------
$248,298,780 $236,213,408
============ ============
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30 December 31
1997 1996
--------- ---------
(UNAUDITED)
CURRENT LIABILITIES
<S> <C> <C>
Current portion of long-term debt $ 8,476,450 $ 8,476,450
Accounts payable 5,029,072 7,003,035
Payrolls and other accrued compensation 4,478,426 6,915,055
Accrued expenses 8,568,609 9,485,216
Income taxes 1,251,230 1,620,176
--------- ---------
TOTAL CURRENT LIABILITIES 27,803,787 33,499,932
LONG-TERM DEBT, less current portion 40,763,180 28,664,675
POSTRETIREMENT BENEFITS OBLIGATIONS 24,544,400 24,675,900
OTHER LONG-TERM LIABILITIES 22,454,079 20,272,081
DEFERRED INCOME TAXES 23,111,821 22,651,821
STOCKHOLDERS' EQUITY
Preferred stock, without par value,
authorized 5,000,000 shares;
none issued -0- -0-
Common stock, par value $1 per share,
authorized 10,000,000 shares;
issued 3,626,666 shares 3,626,666 3,626,666
Additional capital 9,834,732 9,475,843
Unrealized gains 410,447
Retained earnings 130,239,496 125,960,692
----------- -----------
143,700,894 139,473,648
Treasury stock, at cost - 1,230,322
and 1,208,979 shares at respective dates (33,126,481) (31,833,524)
Unallocated Employee Stock Ownership
Plan shares ( 952,900) ( 1,191,125)
------------ -----------
$109,621,513 106,448,999
------------ -----------
$248,298,780 $236,213,408
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE> 4
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
--------------------------- ----------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Net Sales $ 20,166,836 $ 18,619,381 $ 39,288,606 $ 36,890,397
Operating Revenues 30,419,379 26,311,482 31,706,509 26,723,758
------------ ------------ ------------ ------------
50,586,215 44,930,863 70,995,115 63,614,155
COSTS AND EXPENSES
Cost of goods sold 11,935,659 10,163,819 25,117,817 23,596,613
Operating expenses 23,962,435 24,561,523 24,760,576 24,994,594
Depreciation and amortization 3,141,393 4,195,086 4,337,243 5,305,016
General, administrative and
selling expenses 4,160,443 3,969,075 8,283,417 8,126,228
------------ ------------ ------------ ------------
43,199,930 42,889,503 62,499,053 62,022,451
------------ ------------ ------------ ------------
INCOME FROM OPERATIONS 7,386,285 2,041,360 8,496,062 1,591,704
Gain on sale of assets 30,600 262,738 789,867 1,878,564
Interest, dividends and other income 1,159,497 473,623 1,728,688 1,632,588
Other expense (711,839) (587,150) (1,375,760) (1,070,690)
Interest expense (674,933) (814,250) (1,244,403) (1,657,769)
------------ ------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 7,189,610 1,376,321 8,394,454 2,374,397
Income taxes 2,081,000 135,530 2,433,000 220,086
------------ ------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS 5,108,610 1,240,791 5,961,454 2,154,311
Discontinued Operations:
Income from discontinued operations 1,019,696 2,084,386
------------ ------------ ------------ ------------
NET INCOME $ 5,108,610 $ 2,260,487 $ 5,961,454 $ 4,238,697
============ ============ ============ ============
Income per share of common stock:
Continuing operations $ 2.13 $ .51 $ 2.48 $ .88
Discontinued operations .42 .85
------------ ------------ ------------ ------------
NET INCOME PER SHARE OF COMMON STOCK $ 2.13 $ .93 $ 2.48 $ 1.73
============ ============ ============ ============
DIVIDENDS PER SHARE OF COMMON STOCK $ .35 $ .30 $ .70 $ .60
============ ============ ============ ============
Average number of shares of Common Stock
outstanding 2,399,830 2,443,551 2,404,238 2,450,980
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE> 5
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30
-----------------------------
1997 1996
----- -----
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 5,961,454 $ 4,238,697
Adjustments to reconcile net income to
net cash used for operating activities:
Depreciation and amortization 4,337,243 5,305,016
Deferred income taxes 460,000 (468,000)
Gain on sale of assets (789,404) (1,294,730)
Gain on sale of business (625,000)
Prepaid pension costs and other assets (1,809,355) (1,146,932)
Deferred vessel maintenance costs (5,503,481) (7,361,764)
Decrease (increase) in accounts receivable 976,414 (4,660,859)
Decrease (increase) in inventories (115,147) 582,794
(Decrease) increase in accounts payable (1,978,048) (1,461,130)
Decrease in payrolls and other accrued compensation (2,194,548) (2,776,715)
(Decrease) increase in accrued expenses (1,327,564) (745,436)
(Decrease) increase in income taxes (368,946) 4,624,216
Operating activities of discontinued operations - net (8,561,916)
Other operating activities 434,429 4,152,867
------------ ------------
NET CASH USED FOR OPERATING ACTIVITIES (1,916,953) (10,198,892)
INVESTING ACTIVITIES
Capital expenditures (21,887,916) (3,219,517)
Proceeds from sale of assets 1,211,424 3,984,506
Acquisition of businesses (1,600,000)
------------ ------------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES (22,276,492) 764,989
FINANCING ACTIVITIES
Additional long-term debt 15,000,000
Payments on long-term debt (4,238,225) (4,238,225)
Payments of dividends (1,682,651) (1,471,262)
Purchases of Treasury Stock (1,356,670) (1,018,649)
------------ ------------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 7,722,454 (6,728,136)
------------ ------------
Decrease in cash and cash equivalents (16,470,991) (16,162,039)
CASH AND CASH EQUIVALENTS, JANUARY 1 21,850,282 22,660,436
------------ ------------
CASH AND CASH EQUIVALENTS, JUNE 30 $ 5,379,291 $ 6,498,397
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE> 6
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all information and notes to the condensed
consolidated financial statements necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. Management of the Registrant,
however, believes that all adjustments considered necessary for a fair
presentation of the results of operations for such period have been made.
The accompanying condensed consolidated financial statements have been
reclassified to report separately the 1996 operating results of
discontinued iron ore operations. Additionally, certain amounts in the
prior year have been reclassified to conform with the 1997 condensed
consolidated financial statement presentation. For further information,
refer to the consolidated financial statements and notes thereto included
in the Registrant's 1996 Annual Report on Form 10-K.
2. Operating results are not necessarily indicative of the results to be
expected for the year, due to the seasonal nature of certain aspects of the
Registrant's business.
3. Current and foreseeable future conditions on the Great Lakes discourage
construction of new Great Lakes vessels due to the significant capital
costs involved. As a result of the Registrant's preventative maintenance
actions, the estimated useful lives for certain vessels in its fleet are
longer than the current depreciable lives. Furthermore, recent sales of
inactive or older Great Lakes vessels have demonstrated a large demand for
such vessels at market values in excess of the current salvage values
assigned to these vessels. Therefore, effective January 1, 1997, the
Registrant extended the estimated useful lives and increased the estimated
salvage values on these vessels. The effect of these changes in estimate
reduced depreciation by $1,117,000 and increased net income by $737,000
($.31 per share) for the three months and six months ended June 30, 1997.
These changes had no effect on the first quarter of 1997, as the
Registrant's vessels are depreciated over the standard sailing season.
These changes in estimate will reduce depreciation by $3,178,000 and
increase net income by $2,097,000 for the year ending December 31, 1997.
4. On January 2, 1997, the Registrant's Industrial Sands segment acquired
certain property and assets of a sand screening plant in Bakersfield,
California. The Bakersfield plant buys and screens sand to supply specialty
grades and sizes.
5. On March 19, 1997, the Registrant's wholly-owned subsidiary Oglebay Norton
Terminals, Inc. executed an agreement with the Cleveland-Cuyahoga County
Port Authority to lease and operate a bulk commodity transfer dock located
at the Port of Cleveland, just west of the Cuyahoga River in Cleveland,
Ohio. The dock, now known as the Cleveland Bulk Terminal, commenced
operations on April 1, 1997. The Registrant intends to use the dock as a
transfer point for iron ore pellets, limestone, coal and other commodities
and has guaranteed up to $6,075,000 in base rent over the ten-year term of
the lease.
6. On May 22, 1997, the Registrant's Industrial Sands segment acquired certain
property and assets of a supplier of blended sand and organic mixes. The
new operation, operating as Kurtz Sports Turf, supplies mixes for end users
such as golf courses, playgrounds, parks and sports fields. The addition of
this operation is not expected to have a material impact on the results of
operations of the Registrant.
-6-
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. On June 11, 1997 the Registrant purchased two 630 foot long, self-unloading
vessels, the M/V Wolverine and the M/V David Z. Norton for $17,000,000.
These vessels had been operated as part of the Company's fleet for over 20
years under lease agreements that were due to expire within the next two
years. The acquisitions were financed through a $15,000,000 borrowing
against the Registrant's Revolving Credit facility. The borrowing against
the Revolving Credit facility was replaced with a $17,000,000 fixed rate
7.32% term loan in July 1997. Accordingly, all related borrowings have
been classified as long-term debt as of June 30, 1997.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Due to the seasonal nature of certain aspects of the
Registrant's business, the operating results and cash flows for the first half
of the year are not necessarily indicative of the results to be expected for the
full year.
FINANCIAL CONDITION
-------------------
The Registrant's operating activities used cash of $1,917,000
in the first half of 1997 compared to $10,199,000 for the same period in 1996.
The decrease in cash used for operating activities resulted primarily from the
Registrant's discontinued Iron Ore segment. The operating activities of the
iron ore operations, discontinued during 1996, used cash of $8,562,000 through
the first six months of 1996. Vessel maintenance costs, which are deferred and
amortized over the Marine Transportation sailing season, totaled $5,503,000 and
$7,362,000 as of June 30, 1997 and 1996, respectively. The decrease in vessel
maintenance costs is a result of improved weather conditions during 1997
compared with 1996. During 1996, the Registrant's vessel fleet experienced
severe weather and heavy ice conditions on the Great Lakes and rivers. These
conditions caused damage to the vessels, requiring additional maintenance and
repair costs. Accounts receivable decreased by $976,000 for the six months
ended June 1997 compared with an increase of $4,661,000 for the same period of
1996. Cash generated through the collection of receivables in the first half of
1997 was more significant than in the same period of the prior year. Income
taxes payable decreased by $369,000 as of June 30, 1997 compared with an
increase of $4,624,000 for 1996. The change in income taxes payable was
principally due to the receipt of a state income tax refund received during the
first half of 1996. The refund was recognized ratably during 1996 through a
lower effective tax rate. No such refund was received during 1997. Operating
results of the Registrant's business segments are discussed in more detail
under "RESULTS OF OPERATIONS".
Expenditures for property and equipment amounted to
$21,888,000 through the first six months of 1997 compared with $3,220,000 for
the same period in 1996. As disclosed in Note 7 of the Notes To Condensed
Consolidated Financial Statements, the Registrant purchased two Marine
Transportation vessels in June 1997. Additionally, the Registrant expended
$2,260,000 for vessel inspection costs in the first six months of 1997. No
vessel inspections were required in 1996.
-7-
<PAGE> 8
FINANCIAL CONDITION (Continued)
-------------------
In the first half of 1997, the Registrant received $933,000 on
the sale of marketable securities compared with $1,585,000 during the same
period of 1996. The Registrant currently holds no marketable securities.
Additionally, the Registrant received $2,390,000 on the sale of certain inactive
properties during 1996. No such transactions took place in 1997.
The Registrant made long-term debt payments of $4,238,000 in
both the first six months of 1997 and 1996. During June 1997, the Registrant
borrowed $15,000,000 against its Revolving Credit facility for the acquisition
of two Marine Transportation vessels. In addition, the Company assumed
$3,400,000 of 7.375% fixed rate Title XI Ship Financing Bonds associated with
these vessels, of which $2,064,000 was called and retired in June 1997 at a
nominal cost. The Revolving Credit borrowing was replaced with a $17,000,000,
fixed rate (7.32%), term loan in July 1997. Accordingly, all related borrowings
have been classified as long-term debt as of June 30, 1997.
The Registrant declared dividends of $.70 during the first
half of 1997 compared with $.60 during the first half of 1996. Dividends paid
were $1,683,000 for the first half of 1997 compared with $1,471,000 for the same
period of 1996. The Registrant purchased on the open market, and placed in
treasury, 31,741 shares of its Common Stock for $1,357,000 in the first half of
1997 and 25,444 shares for $1,019,000 in the first half of 1996.
Anticipated cash flows from operations and current financial
resources are expected to meet the Registrant's needs during the remainder of
1997. All financing alternatives are under constant review to determine their
ability to provide sufficient funding at the least possible cost.
RESULTS OF OPERATIONS
---------------------
Six Months Ended June 30, 1997 compared to
Six Months Ended June 30, 1996
The Registrant's income from operations improved in the first
half of 1997 to a level of $8,496,000 on revenues of $70,995,000, compared with
$1,592,000 on revenues of $63,614,000 for the same period in 1996. Income from
continuing operations more than doubled to a level of $5,961,000 ($2.48 per
share) for the first six months of 1997 compared with $2,154,000 ($.88 per
share) for the first six months of 1996. Net income for the first half of 1997
was $5,961,000 ($2.48 per share) compared with $4,239,000 ($1.73 per share) for
the same period in 1996.
Income from continuing operations before income taxes for the
first six months of 1997 includes gains of $790,000, principally on the sale of
current marketable securities. Income from continuing operations before income
taxes for the first half of 1996 included gains and income of $2,455,000 on the
sale of current marketable securities, inactive properties and interest related
to a state income tax refund for taxes paid in the prior years. Net income,
excluding the above gains and interest, was $5,440,000 ($2.26 per share) for the
first half of 1997 and $2,059,000 ($.84 per share) for the first half of 1996.
-8-
<PAGE> 9
RESULTS OF OPERATIONS (Continued)
---------------------
Six Months Ended June 30, 1997 compared to
Six Months Ended June 30, 1996
Interest expense declined by $413,000, or 25%, in the first
half of 1997, compared with the same period in the prior year, due to an overall
reduction in debt.
Operating results of the Registrant's business segments for
the six months ended June 30, 1997 and 1996 are discussed below. It is the
policy of the Registrant to allocate a portion of corporate general and
administrative expenses to its business segments. Corporate general and
administrative expenses for the first six months of 1996, which were previously
allocated to discontinued operations, have been reallocated to the remaining
business segments.
Operating revenues for the Registrant's Marine Transportation
business segment increased 19% to $31,707,000 for the first half of 1997
compared with $26,724,000 for the same period in 1996. The segment's operating
profit increased to $5,035,000 for the first six months of 1997 compared with
$92,000 for the same period in 1996. Unlike the start of the 1996 sailing
season, the 1997 sailing season opened under more favorable weather conditions
and higher water levels, enabling the vessels to carry increased tonnage. The
start of the 1996 sailing season was plagued by heavy ice conditions in the
rivers and upper Great Lakes region. During the 1997 sailing season all twelve
vessels were in operation by the end of April, compared with the 1996 sailing
season, when all twelve vessels were not in operation until the end of May. The
segment's operating profit for the first six months of 1996 was also adversely
impacted by increased labor and repair charges, as a result of the unfavorable
weather conditions, and higher fuel costs. The segment's operating profit for
the first six months of 1997 was favorably impacted by the changes in estimated
useful lives and salvage values, which amounted to $1,117,000, as discussed in
Note 3 of the Notes To Condensed Consolidated Financial Statements.
Net sales for the Registrant's Industrial Sands business
segment amounted to $24,655,000 for the first half of 1997, a 22% increase over
sales of $20,890,000 for the first half of 1996. The segment's operating profit
for the first six months of 1997 increased 55%, to a level of $6,009,000
compared with $3,870,000, for the same period of 1996. Operating results of the
segment's Texas and California operations had very solid performances during the
first six months of 1997. The Texas operation continues to experience strong
demand for high-quality frac sand by the oil and gas well service markets. The
segment's Orange County operations improved due to a strengthening construction
economy in southern California. The additions of the Bakersfield and Kurtz
Sports Turf operations, as disclosed in Notes 4 and 6 of the Notes To Condensed
Consolidated Financial Statements, also enhanced the segment's operating
results.
-9-
<PAGE> 10
RESULTS OF OPERATIONS (Continued)
---------------------
Six Months Ended June 30, 1997 compared to
Six Months Ended June 30, 1996
Net sales for the Registrant's Engineered Materials segment
amounted to $14,633,000 for the first six months of 1997 compared with
$15,551,000 with the same period in the prior year. The segment's operating loss
for the first six months of 1997 was $404,000 compared with $233,000 for the
same period in the prior year. Metallurgical treatment products sales increased
by 32% as a result of the Registrant's acquisition of the Kingsford Heights,
Indiana operation late in 1996. Operating profit for this product line declined,
however, primarily as a result of higher raw material costs and lower volume at
the Registrant's Warren, Ohio operations. The increase in metallurgical
treatment products sales was offset by reductions in refractory shapes and
coatings, and ingot hot top sales of 80% and 40%, respectively. The declines
were anticipated as the refractory shapes and coatings production capacities
were sold in July 1996 and the Registrant is one of the few remaining suppliers
of hot tops to ingot-casting steel producers who have not shifted to the
continuous casting process. Operating profit for the refractory shapes and
coatings, and ingot hot top product lines decreased by 37% and 30%, respectively
as a result of the decline in volume.
Three Months Ended June 30, 1997 compared to
Three Months Ended June 30, 1996
The Registrant's income from operations more than tripled in
the second quarter of 1997 to $7,386,000, on revenues of $50,586,000, compared
to $2,041,000, on revenues of $44,931,000 for the same period of 1996. Income
from continuing operations was $5,109,000 ($2.13 per share) for the second
quarter of 1997 compared with $1,241,000 ($.51 per share) for the same period of
1996. Net income was $5,109,000 ($2.13 per share) compared with net income of
$2,260,000 ($.93 per share) for the same quarter of 1996. The increases in 1997
consolidated revenues and net income can be attributed to the favorable weather
conditions and high water levels experienced by the Registrant's Marine
Transportation fleet, as well as a strong demand for the Registrant's Industrial
Sands products by the oil and gas well service markets in Texas and California
and the construction market in southern California, as previously discussed.
Interest expense declined by $139,000, or 17%, in the second
quarter of 1997, compared to the same quarter in the prior year, due to an
overall reduction in debt.
Operating results of the Registrant's business segments for
the second quarter ended June 30, 1997 and 1996 are discussed below. The
comments set forth above in the six months comparison of 1997 with 1996
generally apply, except as noted, when comparing the second quarter of 1997 to
the same period in 1996.
Operating revenues for the Registrant's Marine Transportation
business segment of $30,419,000 for the second quarter of 1997 increased 16%
compared with $26,311,000 for the second quarter of 1996. The segment's
operating profit was $5,476,000 for the second quarter of 1997 compared with
$917,000 for the second quarter of 1996. The segment's operating profit for the
quarter ended June 30, 1997 was favorably impacted in the amount of $1,117,000
due to the changes in estimated useful lives and salvage values, as discussed in
Note 3 of the Notes To Condensed Consolidated Financial Statements.
-10-
<PAGE> 11
RESULTS OF OPERATIONS (Continued)
---------------------
Three Months Ended June 30, 1997 compared to
Three Months Ended June 30, 1996
Net sales for the Registrant's Industrial Sands business
segment amounted to $13,157,000 for the second quarter of 1997, a 23% increase
from 1996 second quarter sales of $10,716,000. The segment's 1997 second quarter
operating profit of $3,340,000 increased 46% from the 1996 second quarter profit
of $2,285,000.
Net sales for the Registrant's Engineered Materials business
segment amounted to $7,010,000 for the second quarter of 1997, which was a 9%
decline compared with $7,693,000 for the second quarter of 1996. The segment
experienced operating losses of $344,000 and $123,000 for the second quarter of
1997 and 1996, respectively.
This discussion may contain statements concerning certain
trends and other forward-looking information affecting or relating to the
Registrant that are intended to qualify for the protections afforded
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. Actual results could differ materially from those projected in such
forward-looking statements contained herein because of a variety of factors,
including but not limited to: (1) weather conditions affecting Marine
Transportation; (2) unanticipated fluctuations in oil prices; (3) unanticipated
changes in the demand for the Registrant's products or services due to changes
in technology; (4) vessel service availability; (5) continuation of United
States cabotage laws; (6) labor unrest; and, (7) loss or bankruptcy of major
customers.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
- ------- ----------------------------------------
ABOUT MARKET RISK
-----------------
Not applicable.
-11-
<PAGE> 12
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
The Registrant submitted for approval by the stockholders at the
annual meeting held April 30, 1997, nominees as directors with terms expiring on
the date of the annual meeting to be held in 2000, the following candidates:
Brent D. Baird, James T. Bartlett, Albert C. Bersticker and William G. Pryor.
The stockholders voted as follows:
<TABLE>
<CAPTION>
Votes
-------------------------
Name of Nominee For Withheld
--------------- --- --------
<S> <C> <C>
Brent D. Baird 2,086,847 5,361
James T. Bartlett 2,086,008 6,200
Albert C. Bersticker 2,086,108 6,100
William G. Pryor 2,085,708 6,500
</TABLE>
Directors continuing in office after the annual meeting of
stockholders are: Brent D. Baird, Malvin E. Bank, William G. Bares, James T.
Bartlett, Albert C. Bersticker, R. Thomas Green, Jr., Ralph D. Ketchum, William
G. Pryor and John D. Weil.
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits
<TABLE>
<S> <C> <C>
(10)(d)(3) - Form of Change in Control Form of agreement incorp-
Agreement with four orated by reference in Exhibit
Executive Officers and 10(d)(3) in the Registrant's
two key employees Annual Report on Form 10-K
for the year ended December
31, 1996 (1)
(27) - Financial Data Schedule
(b) Reports on Form 8-K - None
</TABLE>
(1) Prior to this quarter, Change in Control Agreements, the form of which
was previously filed as Exhibit (10)(d)(3), were entered into between
the Company and executive officers M. P. Juszli and T. J.
Wojciechowski, and key employees M. F. Biehl, P. V. Gorman, Jr., and
D. G. Slezak. On April 30, 1997, P. V. Gorman, Jr. and J. S. Gray were
elected executive officers of the Company and a Change in Control
Agreement was executed with Mr. Gray in May 1997.
-12-
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
OGLEBAY NORTON COMPANY
DATE: August 14, 1997 By: /s/ R.J. Kessler
------------------------------
R. J. Kessler
Vice President -
Finance and Planning
On behalf of the Registrant
and as Principal Financial
and Accounting Officer
-13-
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