ARIES HILL CORP
SC 13D/A, 1999-10-21
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     SCHEDULE 13D

                      Under the Securities Exchange Act of 1934
                                 (Amendment No. 12)*


                                OGLEBAY NORTON COMPANY
          _________________________________________________________________
                                   (Name of Issuer)


                                Shares of Common Stock
          _________________________________________________________________
                            (Title of Class of Securities


                                      677007106
                             ____________________________
                                    (CUSIP Number)


                                    Brent D. Baird
                                  1350 One M&T Plaza
                   Buffalo, New York  14203 (Phone: (716) 849-1484)
          _________________________________________________________________
                    (Name, Address and Telephone Number of Person
                  Authorized to Receive Notices and Communications)


                                   October 18, 1999
                               _______________________
                         (Date of Event which Requires Filing
                                  of this Statement)


          If the filing person has previously filed a statement on Schedule
          13G to report the acquisition that is the subject of this
          Schedule 13D, and is filing this schedule because of Rule 13d-
          1(e), 13d-1(f) or 13d-1(g), check the following box __.

          Note:  Schedules filed in paper format shall include a signed
          original and five copies of the schedule, including all exhibits.
          See Rule 13d-7(b) for other parties to whom copies are to be
          sent.

          *The remainder of this cover page shall be filled out for a
          reporting person's initial filing on this form with respect to
          the subject class of securities, and for any subsequent amendment
          containing information which would alter disclosures provided in
          a prior cover page.

          The information required on the remainder of this cover page
          shall not be deemed to be "filed" for the purpose of Section 18
          of the Securities Exchange Act of 1934 ("Act") or otherwise
          subject to the liabilities of that section of the Act but shall
          be subject to all other provisions of the Act (however, see the
          Notes).
          <PAGE>

                                     SCHEDULE 13D
                                   Amendment No. 12

          CUSIP NO. 677007106

          1.   Name of Reporting Person
               SS or IRS Identification No. of above person (optional)

               First Carolina Investors, Inc.

          2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)___
                                                                   (b)_X_

          3.   SEC USE ONLY

          4.   SOURCE OF FUNDS*

               WC

          5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEMS 2(d) or 2(e)                        ____

          6.   CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware

          NUMBER OF SHARES    7.   SOLE VOTING POWER
          BENEFICIALLY OWNED        -0-
          BY EACH REPORTING
          PERSON WITH         8.   SHARED VOTING POWER
                                   -0-

                         9.   SOLE DISPOSITIVE POWER
                               -0-

                         10.  SHARED DISPOSITIVE POWER
                              -0-

          11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                -0-

          12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                              ____

          13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

               0.000%

          14.  TYPE OF REPORTING PERSON*

               CO, IV
                        *SEE INSTRUCTIONS BEFORE FILLING OUT!
          <PAGE>
          CUSIP NO. 677007106

          1.   Name of Reporting Person
               SS or IRS Identification No. of above person (optional)

               Bridget B. Baird, Successor Trustee under an Agreement
               with Cameron Baird dated 12/23/38

          2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)___
                                                                   (b)_X_

          3.   SEC USE ONLY

          4.   SOURCE OF FUNDS*

               PF

          5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEMS 2(d) or 2(e)                        ____

          6.   CITIZENSHIP OR PLACE OF ORGANIZATION

               U.S.A.

          NUMBER OF SHARES    7.   SOLE VOTING POWER
          BENEFICIALLY OWNED       3,000
          BY EACH REPORTING
          PERSON WITH         8.   SHARED VOTING POWER
                                   -0-

                         9.   SOLE DISPOSITIVE POWER
                              3,000

                         10.  SHARED DISPOSITIVE POWER
                              -0-

          11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               3,000

          12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                              ____

          13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

               0.062%

          14.  TYPE OF REPORTING PERSON*

               IN, OO
                        *SEE INSTRUCTIONS BEFORE FILLING OUT!
          <PAGE>
          CUSIP NO. 677007106

          1.   Name of Reporting Person
               SS or IRS Identification No. of above person (optional)

               Jane D. Baird

          2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)___
                                                                   (b)_X_

          3.   SEC USE ONLY

          4.   SOURCE OF FUNDS*

               PF

          5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEMS 2(d) or 2(e)                        ____

          6.   CITIZENSHIP OR PLACE OF ORGANIZATION

               U.S.A.

          NUMBER OF SHARES    7.   SOLE VOTING POWER
          BENEFICIALLY OWNED       18,000
          BY EACH REPORTING
          PERSON WITH         8.   SHARED VOTING POWER
                                   -0-

                         9.   SOLE DISPOSITIVE POWER
                              18,000

                         10.  SHARED DISPOSITIVE POWER
                              -0-

          11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               18,000

          12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                              ____

          13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

               0.370%

          14.  TYPE OF REPORTING PERSON*

               IN

                        *SEE INSTRUCTIONS BEFORE FILLING OUT!
          <PAGE>
                                       FORM 13D
                                   AMENDMENT NO. 12

          CUSIP NO. 677007106

          INTRODUCTION

                    The ownership of shares of common stock of Oglebay
          Norton Company (the "Issuer") was previously reported by certain
          reporting persons ("Reporting Persons") in a Schedule 13D, as
          amended, filed with the Securities and Exchange Commission.  The
          purpose of this Amendment No. 12 is to report decreases in
          ownership of shares of common stock ("Shares") by the Reporting
          Persons since the filing with the Securities and Exchange
          Commission of Schedule 13D Amendment No. 11 on September 20,
          1999.

                    The cover pages for First Carolina Investors, Inc.,
          Bridget B. Baird, Successor Trustee under an Agreement with
          Cameron Baird dated 12/23/38, and Jane D. Baird are hereby
          amended as set forth in this Amendment No. 12.  Item 5 is hereby
          amended as set forth in this Amendment No. 12.  All other items
          remain unchanged and are incorporated herein by reference.

                    NOTE: THE EXECUTION AND SUBMISSION OF THIS
                    STATEMENT SHALL NOT BE CONSTRUED AS A STATEMENT OR
                    ADMISSION THAT THE REPORTING PERSONS (I) ARE
                    ACTING AS A GROUP IN THE ACQUISITION OF THE
                    SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON"
                    WITHIN THE MEANING OF SECTION 13(D)(3) OF THE
                    SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
                    "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D)
                    OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY
                    SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON
                    IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO
                    HAVE A BENEFICIAL INTEREST.


          ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

               Item 5 is hereby amended to read as follows:

          (a)  The Reporting Persons hereby report beneficial ownership, in
               the manner hereinafter described, of 209,600 Shares of the
               Issuer.

               Such Shares are held as follows:
          <TABLE>
          <CAPTION>
                                                          Percentage of
                                             Number Of      Outstanding
          Shares Held in the Name of            Shares     Security (1)

          <S>                                      <C>          <C>
          First Carolina Investors,                  0           0.000%
          Inc.

          Aries Hill Corp.
                                                 4,000           0.082%

          Bridget B. Baird, Successor
          Trustee Under an Agreement
          with Cameron Baird dated
          12/23/38                               3,000           0.062%

          The Cameron Baird
          Foundation                           119,000           2.446%

          Anne S. Baird                         10,000           0.206%

          Brent D. Baird                        17,800           0.366%

          Jane D. Baird                         18,000           0.370%

          Brenda B. Senturia                     8,000           0.164%

          Bruce C. Baird                        15,000           0.308%

          David M. Stark                         1,000           0.021%

          Brian D. Baird, Successor
          Trustee f/b/o Jane D. Baird
          under an Agreement dated
          7/31/22                               10,000           0.206%

          Jessica B. Baird                         400           0.008%

          Jane D. Baird Trusts dated
          6/15/87                            2,400 (2)           0.049%

          Martha B. Senturia                     1,000           0.021%
                                                ______           ______


                                 TOTAL         209,600           4.309%
         </TABLE>


             (1)  The foregoing percentages assume that the number of
                  Shares outstanding is 4,864,381 Shares (as reported in
                  the Issuer's June 30, 1999 10-Q as of July 31, 1999).

             (2)  Some of the Shares are now held by various remainder
                  beneficiaries of the Jane D. Baird Trusts.

          (b)  For each person named in paragraph (a), that person has sole
               voting and sole dispositive power over the Shares enumerated
               in paragraph (a).

          (c)  The following sales of the Shares were effected during the
               past sixty days:
          <TABLE>
          <CAPTION>

                                                  Price/Share
                                                  (in Dollars
                                                  Commissions
           Sale In The Name             Number    not             Transaction
                  Of            Date    of        included)      Made Through
                                        Shares
          <S>                 <C>       <C>       <C>          <C>

          First Carolina      9/16/99    5,000    20 29/32     Robotti & Co
          Investors, Inc.     9/17/99    2,000    20 15/16     Robotti & Co
                              9/21/99   12,200    21.238       Robotti & Co
                              10/1/99    3,800    20 11/16     Robotti & Co



          Bridget B. Baird,   9/20/99    1,000    20 3/4       Fahnestock & Co
          Successor Trustee   9/21/99    1,000    20 7/8       Fahnestock & Co
                              10/8/99    1,000    20 1/4       Fahnestock & Co
                              10/12/99   1,000    20 1/8       Fahnestock & Co
                              10/12/99   2,000    20 3/8       Fahnestock & Co
                              10/13/99   1,000    20           Fahnestock & Co
                              10/13/99   1,000    20 1/16      Fahnestock & Co
                              10/13/99   1,000    20 1/8       Fahnestock & Co

          Jane D. Baird       10/5/99   10,000    20 5/8       Fahnestock & Co
                              10/13/99   2,000    20 1/4       Fahnestock & Co
                              10/14/99   2,000    20 1/16      Fahnestock & Co
                              10/18/99   1,000    19 7/16      Fahnestock & Co
                              10/18/99   3,000    19 1/2       Fahnestock & Co


          </TABLE>

          (d)  Not applicable

          (e)  On September 21, 1999, the Reporting Persons ceased to be
               the beneficial owners of more than five percent (5%) of the
               Shares of the Issuer.

          <PAGE>
                                      SIGNATURES

                  After reasonable inquiry and to the best of our knowledge
          and belief, we certify that the information set forth in this
          statement is true, complete and correct.


          DATED this 21st day of October, 1999.


          FIRST CAROLINA INVESTORS, INC.


          By:  s/Brent D. Baird
               Brent D. Baird, Chairman



          Bridget B. Baird, Successor Trustee under an
          Agreement with Cameron Baird dated 12/23/38; and
          Jane D. Baird

          By:  s/Brian D. Baird
                 Brian D. Baird, as Attorney-in-fact*



          * Powers of Attorney previously filed with the Securities
            and Exchange Commission



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