-----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, NGaxIdogLDQ8uxU9TYOJV2aApf3N9/+1ght88QmZ618lRC2l0atPEhT7nS92b/YP qxml2yTP75sdTySy2pRYtg== 0000950152-94-000830.txt : 19940817 0000950152-94-000830.hdr.sgml : 19940817 ACCESSION NUMBER: 0000950152-94-000830 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940815 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00663 FILM NUMBER: 94544012 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 10-Q 1 OGLEBAY 10-Q 1 Sequential Page 1 of 12 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, 1994 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, 1994: 2,491,226 --------- Index on sequential page 2. 2 OGLEBAY NORTON COMPANY AND SUBSIDIARIES INDEX SEQUENTIAL PAGE NUMBER ------------- PART I. FINANCIAL INFORMATION ------------------------------ Consolidated Condensed Balance Sheet (Unaudited) - June 30, 1994 and December 31, 1993 3 Consolidated Condensed Statement of Operations (Unaudited) - Three Months Ended June 30, 1994 and 1993 and Six Months Ended June 30, 1994 and 1993 4 Consolidated Condensed Statement of Cash Flows (Unaudited) - Six Months Ended June 30, 1994 and 1993 5 Notes to Consolidated Condensed Financial Statements 6 - 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 11 PART II. OTHER INFORMATION 12 --------------------------- 3 PART I. FINANCIAL INFORMATION OGLEBAY NORTON COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)
ASSETS ------ June 30 December 31 1994 1993 ------------ ------------ CURRENT ASSETS Cash and cash equivalents $ 11,814,807 $ 21,243,064 Investments 6,504,063 -0- Accounts receivable less allowances (1994-$406,000; 1993-$2,082,000) 28,429,123 28,291,306 Inventories Raw materials and finished products 4,723,873 4,354,120 Operating supplies 2,228,231 2,305,719 ------------ ------------ 6,952,104 6,659,839 Deferred income taxes 2,498,985 3,801,985 Prepaid insurance and other expenses 7,733,930 2,191,166 ------------ ------------ TOTAL CURRENT ASSETS 63,933,012 62,187,360 INVESTMENTS 11,197,952 14,871,623 PROPERTIES AND EQUIPMENT 310,054,529 319,392,610 Less allowances for depreciation and amortization 150,384,094 156,962,679 ------------ ------------ 159,670,435 162,429,931 PREPAID PENSION COSTS AND OTHER ASSETS 21,055,209 20,228,456 ------------ ------------ $255,856,608 $259,717,370 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ June 30 December 31 1994 1993 ------------ ------------ CURRENT LIABILITIES Current portion of long-term debt $ 11,476,450 $ 11,189,664 Accounts payable 7,605,114 4,021,985 Payrolls and other accrued compensation 3,876,862 4,828,016 Accrued taxes and other expenses 13,853,755 12,772,672 Income taxes 1,790,824 733,414 Reserve for capacity rationalization 6,312,600 6,312,600 ------------ ------------ TOTAL CURRENT LIABILITIES 44,915,605 39,858,351 LONG-TERM DEBT, less current portion 53,355,800 69,344,025 POSTRETIREMENT BENEFITS OBLIGATION 31,137,856 30,285,278 OTHER LONG-TERM LIABILITIES 28,035,147 30,958,323 DEFERRED INCOME TAXES 20,148,153 19,398,153 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 8,988,043 8,988,043 Unrealized gains 2,529,225 -0- Retained earnings 94,472,621 88,773,915 ------------ ------------ 109,616,555 101,388,624 Treasury stock, at cost - 1,135,440 and 1,122,740 shares at respective dates (28,970,258) (28,681,694) Unallocated Employee Stock Ownership Plan shares ( 2,382,250) ( 2,833,690) ------------ ------------ 78,264,047 69,873,240 ------------ ------------ $255,856,608 $259,717,370 ============ ============
See notes to consolidated condensed financial statements. -3- 4 OGLEBAY NORTON COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended June 30 June 30 ---------------------------------- ------------------------------ 1994 1993 1994 1993 ---- ---- ---- ---- REVENUES Net sales $ 28,677,654 $ 22,029,237 $ 57,816,621 $ 37,120,219 Operating revenues 24,808,818 24,974,863 26,087,073 26,388,944 Sales commissions, royalties and management fees 966,560 964,192 1,917,913 1,674,799 ------------- ------------- ------------ -------------- 54,453,032 47,968,292 85,821,607 65,183,962 COSTS AND EXPENSES Cost of goods sold 25,096,632 18,289,570 50,131,362 31,608,514 Operating expenses 20,865,540 21,082,111 22,000,516 22,386,977 General, administrative and selling expenses 4,056,843 4,051,276 8,268,018 7,916,364 Reserve for doubtful accounts 31,844 1,253,299 89,938 1,299,637 ------------- ------------- ------------ -------------- 50,050,859 44,676,256 80,489,834 63,211,492 INCOME FROM OPERATIONS 4,402,173 3,292,036 5,331,773 1,972,470 Gain on sale of assets 6,984,053 2,656,811 7,386,243 2,686,446 Interest, dividends and other income 315,471 333,484 585,730 668,255 Other expense 501,920 361,781 883,065 608,662 Interest expense 1,392,442 1,877,735 2,808,424 3,667,933 ------------- ------------- ----------- ------------- Income before income taxes 9,806,035 4,042,815 9,612,257 1,050,576 Income taxes 2,968,000 1,233,000 2,917,000 329,000 ------------- ------------- ------------ ------------- NET INCOME $ 6,838,035 $ 2,809,815 $ 6,695,257 $ 721,576 ============ ============ =========== ============ NET INCOME PER SHARE OF COMMON STOCK $ 2.75 $ 1.12 $ 2.69 $ .29 ============ ============ ============ ============ DIVIDENDS PER SHARE OF COMMON STOCK $ .20 $ .20 $ .40 $ .40 ============ ============ ============ ============ Average number of shares of Common Stock outstanding 2,491,291 2,512,926 2,492,339 2,512,926
See notes to consolidated condensed financial statements. -4- 5 OGLEBAY NORTON COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30 ------------------------------------------- 1994 1993 ---- ---- OPERATING ACTIVITIES Net income $ 6,695,257 $ 721,576 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 5,686,366 5,610,263 Deferred income taxes 750,000 632,710 Gain on sale of assets (7,386,243) ( 2,686,446) Prepaid pension costs and other assets (1,182,450) ( 949,330) Decrease (increase) in accounts receivable (1,054,112) ( 6,742,584) Decrease (increase) in inventories ( 447,671) ( 299,811) Increase (decrease) in accounts payable 2,198,462 574,503 Other operating activities (3,108,929) (10,727,661) ------------ ----------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 2,150,680 (13,866,780) INVESTING ACTIVITIES Proceeds from sale of assets 10,734,898 7,033,863 Purchase of properties and equipment (3,156,101) ( 1,540,294) Investments in Iron Ore (1,671,180) ( 1,447,278) ------------ ------------ NET CASH PROVIDED BY INVESTING ACTIVITIES 5,907,617 4,046,291 FINANCING ACTIVITIES Payments on long-term debt (16,201,439) ( 3,951,439) Dividends paid ( 996,551) ( 1,005,170) Purchase of treasury stock ( 288,564) -0- ------------ --------------- NET CASH USED IN FINANCING ACTIVITIES (17,486,554) ( 4,956,609) ------------ ------------- Decrease in cash and cash equivalents ( 9,428,257) (14,777,098) CASH AND CASH EQUIVALENTS, JANUARY 1 21,243,064 23,332,342 ------------ ------------ CASH AND CASH EQUIVALENTS, JUNE 30 $ 11,814,807 $ 8,555,244 ============ ============
See notes to consolidated condensed financial statements. -5- 6 OGLEBAY NORTON COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. The accompanying unaudited consolidated condensed 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 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. Certain amounts in the prior year have been reclassified to conform with the 1994 consolidated condensed financial statement presentation. For further information, refer to the consolidated financial statements and notes thereto included in the Registrant's 1993 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. On June 24, 1994, the Registrant sold for cash its Ceredo coal handling dock resulting in a $6,518,000 pretax gain. 4. Effective April 1, 1994, the Registrant extended the period by 15 days over which certain fixed costs are amortized for its Marine Transportation segment to approximate the navigation season. These costs were amortized over the period of April 1 through November 30 in the prior year. The change, which will have no impact on annual results, had the effect of reducing operating expenses by $418,000 and increasing net income by $276,000 or $.11 per share in the second quarter and first half of 1994. 5. In 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities". The Registrant adopted the provisions of the new standard, effective January 1, 1994, and increased stockholders' equity by $2,971,792 (net of $1,531,000 in income taxes) to reflect unrealized holding gains on investments reported as available-for-sale. Unrealized holding gains of $2,529,225 (net of $1,303,000 in income taxes) are included in stockholders' equity at June 30, 1994. In accordance with the Statement, prior year financial statements have not been restated for the accounting change. 6. Available-for-sale investments are carried at fair value, based on quoted market prices, and are reported as a current asset in the consolidated condensed balance sheet. Realized gains and losses on the sale of such investments are based on average cost. In 1993, the Registrant reported these investments at the lower of cost or market and as long-term. -6- 7 OGLEBAY NORTON COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED) 7. In June 1993, the Registrant recorded a reserve of $1,200,000 against a coal customer accounts receivable. The Registrant fully reserved for this receivable by recording an additional provision of $500,000 in December 1993. 8. On April 19, 1993, the Registrant sold its unsecured bankruptcy claim against LTV Steel Company, Inc. (LTV) for cash resulting in a $2,653,000 pretax gain. The Registrant would have received certain equities in LTV as settlement of its claim had the sale for cash not been affected. 9. The Registrant's wholly owned subsidiary Saginaw Mining Company, ceased operation of its St. Clairsville, Ohio coal mine on August 28, 1992, and began the mine closing process. Permanent closure of the mine was completed in 1993. Closure costs of this discontinued operation are being fully funded by a public utility customer, as required by contract. Final settlement and funding of remaining closure costs is expected to occur by the end of 1994. Remaining liabilities related to the discontinued operation are included in the accounts of the Registrant on the consolidated condensed balance sheet. -7- 8 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 six months of the year are not necessarily indicative of the results to be expected for the full year. FINANCIAL CONDITION ------------------- At June 30, 1994 the Registrant's net current assets were $19,017,000 as compared to $22,329,000 at December 31, 1993. Net current assets declined from the end of last year primarily as a result of the purchase of properties and equipment, the reduction of long-term debt and other liabilities, the payment of dividends, the purchase of Treasury Stock, and the payment of the Registrant's portion of Eveleth Mines debt. This decline was partially offset by the reclassification of available-for-sale investments to current assets. The Registrant purchased 200 shares of its Common Stock on the open market in the second quarter of 1994 and 12,700 shares in the first half of 1994 and placed these shares in treasury. The Registrant made no purchases of its Common Stock in the first half of 1993. The Registrant declared and paid dividends of $.20 per share in the second quarter of 1994 and 1993 and $.40 per share in the first half of 1994 and 1993. During the second quarter of 1994, the Registrant sold for cash its Ceredo coal handling dock resulting in a $6,518,000 pretax gain. During the second quarter of 1993, the Registrant sold for cash its unsecured bankruptcy claim against LTV Steel Company, Inc. resulting in a $2,653,000 pretax gain. Cash flow from operations in the first half of 1994 improved significantly compared to the first half of 1993. As a result of its improved cash position, the Registrant repaid a total of $16,201,000 of its debt in the first half of 1994 compared with $3,951,000 for the same period in 1993. Included in 1994 is a $10,000,000 reduction in revolving credit debt with no balance presently outstanding. Anticipated cash flows from operations and current financial resources are expected to meet the Registrant's needs during the remainder of 1994. RESULTS OF OPERATIONS --------------------- SIX MONTHS ENDED JUNE 30, 1994 COMPARED TO SIX MONTHS ENDED JUNE 30, 1993 The Registrant's 1994 first half consolidated net income was $6,695,000 or $2.69 per share on consolidated revenues of $85,822,000 compared to net income of $722,000 or $.29 per share on revenues of $65,184,000 for the first half of 1993. Consolidated revenues for the first half of 1994 improved 32% compared to the first half of 1993. -8- 9 RESULTS OF OPERATIONS (CONTINUED) --------------------------------- SIX MONTHS ENDED JUNE 30, 1994 COMPARED TO SIX MONTHS ENDED JUNE 30, 1993 In 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities". As further described in Notes 5 and 6 to the consolidated condensed financial statements, the Registrant adopted the provisions of the new standard, effective January 1, 1994. Gains on the sale of available-for-sale investments of $374,000 and $713,000 are included in the second quarter and first half 1994, respectively. As described in Note 4 to the consolidated condensed financial statements, the Registrant extended the period over which certain fixed costs are amortized for its Marine Transportation segment, effective April 1, 1994. The change reduced operating expenses by $418,000 and increased net income by $276,000 or $.11 per share in the second quarter and first half of 1994. During the second quarter of 1994 the Registrant sold for cash its Ceredo coal handling dock located in West Virginia resulting in a $6,518,000 pretax gain. Second quarter and first half 1994 net income increased $4,302,000 or $1.73 per share as a result of the gain. During the second quarter of 1993 the Registrant sold for cash its unsecured claim against LTV Steel Company, Inc. resulting in a $2,653,000 pretax gain and recorded a $1,200,000 reserve against a coal customer accounts receivable. Second quarter and first half 1993 net income increased $959,000 or $.38 per share related to the gain, partially offset by the accounts receivable reserve. Interest expense declined 23% in the first half of 1994, compared to the same period in the prior year, due to the refinancing of a portion of the Registrant's long-term debt in December 1993 and an overall reduction in debt. Operating results of the Registrant's business segments for the six months ended June 30, 1994 and 1993 are discussed below. It is the policy of the Registrant to allocate certain corporate general and administrative expenses to its business segments. Operating revenues for the Registrant's Marine Transportation segment amounted to $24,481,000 for the first half of 1994 compared to $24,619,000 for the first half of 1993. The segment's operating profit of $2,340,000 for the first half of 1994 increased 8% compared to $2,172,000 for the first half of 1993. Due to severe ice conditions on the Great Lakes, the start of the Registrant's shipping season was delayed until April 1994 when eleven vessels were put into operation. A twelfth vessel was brought into service in June 1994 as demand for coal, iron ore and limestone transportation remains high. The Registrant expects a good year for its Marine Transportation segment despite the delayed start. Marine Transportation had ten vessels operating at June 30, 1993. -9- 10 RESULTS OF OPERATIONS (CONTINUED) ---------------------------------- SIX MONTHS ENDED JUNE 30, 1994 COMPARED TO SIX MONTHS ENDED JUNE 30, 1993 Net sales, royalties and management fees for the Registrant's Iron Ore segment increased to $26,516,000 for the first half of 1994 compared to $7,835,000 for the first half of 1993 as a result of additional tonnage requirements by customers. The segment's 1994 first half operating profit was $3,644,000 compared to a profit of $1,185,000 for the first half of 1993. The improvement was attributable to new sales, coupled with cost containment efforts at the Registrant's Eveleth Mines iron ore operations in Minnesota. Both pellet production lines at Eveleth Mines are now in operation with total 1994 production targeted at 5,000,000 tons. Net sales for the Registrant's Refractories and Minerals segment amounted to $19,515,000 for the first half of 1994, which was a 14% improvement compared to $17,077,000 for the same period in 1993. Operating profit for the segment was $908,000 for the first half of 1994 which was a 24% decrease compared to $1,198,000 for the same period in 1993. Additional costs incurred to increase the customer base and raise productivity levels accounted for the decrease in operating profit. Net sales for the Registrant's Industrial Sands segment amounted to $13,466,000 for the first half of 1994, a 1% increase over 1993 first half sales of $13,364,000. The segment's 1994 first half operating profit of $1,237,000 was comparable to a $1,234,000 profit for the first half of 1993. Sales and profit performance in 1994 was affected in part by a second quarter weakening in the oil and gas well service markets. Restructuring steps and a review of pricing policies, coupled with improved prospects in the recreational sands and construction materials businesses are expected to boost profit levels for this segment in the second half of 1994. THREE MONTHS ENDED JUNE 30, 1994 COMPARED TO THREE MONTHS ENDED JUNE 30, 1993 The Registrant's 1994 second quarter consolidated net income was $6,838,000 or $2.75 per share on consolidated revenues of $54,453,000 compared to net income of $2,810,000 or $1.12 per share on revenues of $47,968,000 for the same quarter in 1993. Consolidated revenues for the second quarter of 1994 improved 14% compared to the second quarter of 1993. As previously discussed, the Registrant extended the period over which certain fixed costs are amortized for its Marine Transportation segment, effective April 1, 1994. The change had the effect of reducing operating expenses by $418,000 and increasing net income by $276,000 or $.11 per share in the second quarter of 1994. -10- 11 RESULTS OF OPERATIONS (CONTINUED) ---------------------------------- THREE MONTHS ENDED JUNE 30, 1994 COMPARED TO THREE MONTHS ENDED JUNE 30, 1993 As previously discussed, the Registrant sold its Ceredo coal handling dock resulting in a $6,518,000 pretax gain in the second quarter of 1994. Second quarter 1994 net income increased $4,302,000 or $1.73 per share as a result of the gain. During the second quarter of 1993 the Registrant sold a bankruptcy claim resulting in a $2,653,000 pretax gain and recorded a $1,200,000 reserve against a coal customer accounts receivable. Second quarter 1993 net income increased $959,000 or $.38 per share related to the gain, partially offset by the receivable reserve. Interest expense declined 26% in the second quarter of 1994, compared to the same quarter in the prior year, due to the refinancing of a portion of the Registrant's long-term debt in December 1993 and an overall reduction in debt. Operating results of the Registrant's business segments for the second quarter ended June 30, 1994 and 1993 are discussed below. Due to the seasonal nature of certain aspects of the Registrant's business, the comments set forth above in the six month comparison generally apply when comparing the second quarter of 1994 to the same period in 1993. Operating revenues for the Registrant's Marine Transportation segment amounted to $24,003,000 for the second quarter of 1994 compared to $24,129,000 for the second quarter of 1993. The segment's operating profit of $3,067,000 for the second quarter of 1994 improved 3% compared to $2,965,000 for the second quarter of 1993. Net sales, royalties and management fees for the Registrant's Iron Ore segment increased to $12,446,000 for the second quarter of 1994 compared to $6,174,000 for the second quarter of 1993 as a result of additional tonnage requirements by customers. The segment's 1994 second quarter operating profit was $1,452,000 compared to a profit of $1,132,000 for the second quarter of 1993. Net sales for the Registrant's Refractories and Minerals segment amounted to $9,891,000 for the second quarter of 1994, which was a 9% improvement compared to $9,078,000 for the same period in 1993. Operating profit for the segment was $384,000 for the second quarter of 1994 which was a 50% decline compared to $775,000 for the same period in 1993. Net sales for the Registrant's Industrial Sands segment amounted to $7,232,000 for the second quarter of 1994, a 4% decline from 1993 second quarter sales of $7,497,000. The segment's 1994 second quarter operating profit of $964,000 declined 3% from the 1993 second quarter profit of $995,000. -11- 12 PART II. OTHER INFORMATION --------------------------- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - - ------ ----------------------------------------------------- The Registrant submitted for approval by the shareholders at the annual meeting held April 27, 1994, nominees for election as directors with terms expiring in 1997 the following candidates: Brent D. Baird, Albert C. Bersticker, John J. Dwyer and Ralph D. Ketchum. The shareholders voted at least 2,255,121 votes in favor of electing the nominees. Directors whose terms of office had not expired and who continued in office after the meeting were: Malvin E. Bank William G. Bares R. Thomas Green, Jr. Herbert S. Richey Renold D. Thompson John D. Weil Fred R. White, Jr. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - - ------- -------------------------------- (a) Exhibits - None (b) Reports on Form 8-K - None 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 12, 1994 By: R. J. Kessler ----------------------------- R. J. Kessler Vice President - Finance and Development On behalf of the Registrant and as Principal Financial and Accounting Officer -12- -----END PRIVACY-ENHANCED MESSAGE-----