-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Fn8ecYPQ3FFv48QieP6xR1QQ+8o6pWUMyJbNUAZwVUPq0EaehIDiCRKYhxaiZR64 /yCXoQdrZAV7p89vNTCOtg== 0000950152-94-000616.txt : 19940701 0000950152-94-000616.hdr.sgml : 19940701 ACCESSION NUMBER: 0000950152-94-000616 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGLEBAY NORTON CO CENTRAL INDEX KEY: 0000073918 STANDARD INDUSTRIAL CLASSIFICATION: 4400 IRS NUMBER: 340158970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00663 FILM NUMBER: 94535141 BUSINESS ADDRESS: STREET 1: 1100 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2598 BUSINESS PHONE: 2168613300 MAIL ADDRESS: STREET 1: 1100 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114-2598 11-K 1 OGLEBAY NORTON COMPANY 11-K 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 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. 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 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 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 6 Oglebay Norton Company Incentive Savings Plan Statement of Net Assets Available for Benefits December 31, 1993
Funds ------------------------------------------------------ Bond Equity Insured Total ----------------------------------------------------------------------- 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 ======================================================================= SEE NOTES TO FINANCIAL STATEMENTS.
2 7 Oglebay Norton Company Incentive Savings Plan Statement of Net Assets Available for Benefits December 31, 1992
Funds ------------------------------------------------------ Bond Equity Insured Total ----------------------------------------------------------------------- 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 ======================================================================= SEE NOTES TO FINANCIAL STATEMENTS.
3 8 Oglebay Norton Company Incentive Savings Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 1993
Funds ------------------------------------------------------ Bond Equity Insured Total ----------------------------------------------------------------------- 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 ======================================================================= SEE NOTES TO FINANCIAL STATEMENTS.
4 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 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 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: SUMMARIZED STATEMENTS OF ASSETS AND LIABILITIES
Funds ------------------------------------------------------ Bond Equity Insured Total ----------------------------------------------------------------------- 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 =======================================================================
7 12 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
Funds ------------------------------------------------------ Bond Equity Insured Total ----------------------------------------------------------------------- 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 =======================================================================
8 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:
DECEMBER 31 1993 1992 ----------------------- Emblem Fund $1,005,945 $ 585,363 Hartford Life Insurance 653,455 678,379 Confederation Life Insurance 992,275
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 14 Oglebay Norton Company Incentive Savings Plan Assets Held for Investment Purposes December 31, 1993
Shares or Principal Name of Issuer and Title of Issue Amount Cost Fair Value - - - -------------------------------------------------------------------------------------------------- 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
10 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).
Fair Value on Purchase Selling Cost of Transaction Gain Description Price Price Expenses Asset Date (Loss) - - - ---------------------------------------------------------------------------------------------------------- Confederation Life Insurance $ 823,906 $ 0 $ 823,906 $ 823,906 $ 0
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).
Purchases Sales Total --------------------- -------------------- ------------------- Gain Description No. Amount No. Amount No. Amount (Loss) - - - ------------------------------------------ -------------------- ------------------- -------- 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
11 EX-23 2 EXHIBIT 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 -----END PRIVACY-ENHANCED MESSAGE-----