-----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, hudh2Uc4o+e/r417ja156fapJqGEl+OQuFTN8XnJsKYESDJllYGchygdnZr4LZZ7 zmGw26rYCvATjPxCuyQfDQ== 0000950152-95-001371.txt : 199506280000950152-95-001371.hdr.sgml : 19950628 ACCESSION NUMBER: 0000950152-95-001371 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950627 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGLEBAY NORTON CO CENTRAL INDEX KEY: 0000073918 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [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: 95549590 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 OGLEBAT NORTON 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ----------- ------------- Commission file number 33-37975 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST B. Name of the 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 2 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ITEM 9. FINANCIAL STATEMENTS AND EXHIBIT (a) Financial Statements (1) Report of Independent Accountants; (2) Statement of Net Assets Available for Benefits as of December 31, 1994 and 1993; (3) Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1994; (4) Notes to Financial Statements; and (5) Supplemental Schedules: Schedule of Assets Held for Investment Purposes as of December 31, 1994 Schedule of Reportable Transactions for the year ended December 31, 1994 (b) Exhibit (1) Consent of Independent Accountants SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator for the Oglebay Norton Taconite Company Thrift Plan and Trust has duly caused this annual report to be signed by the undersigned thereunto duly authorized. OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST BY OGLEBAY NORTON COMPANY, Plan Administrator /S/Richard J. Kessler --------------------------------- By Richard J. Kessler, Vice President - Finance and Development DATE: June 23, 1995 3 INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
PAGE(S) Report of Independent Accountants 2 Financial Statements: Statement of Net Assets Available for Benefits as of December 31, 1994 and 1993 3 Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1994 4 Notes to Financial Statements 5-9 Supplemental Schedules: Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1994 10 Line 27d - Schedule of Reportable Transactions for the year ended December 31, 1994 11
1 4 COOPERS & LYBRAND [Letterhead] REPORT OF INDEPENDENT ACCOUNTANTS To the Pension Committee of the Oglebay Norton Taconite Company Thrift Plan and Trust: We have audited the accompanying statements of net assets available for benefits of the Oglebay Norton Taconite Company Thrift Plan and Trust as of December 31, 1994 and 1993, and the related statement of changes in net 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 audits 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 Oglebay Norton Taconite Company Thrift Plan and Trust (the Plan) as of December 31, 1994 and 1993, and the changes in net 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 basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audit 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. COOPERS & LYBRAND L.L.P. Minneapolis, Minnesota June 9, 1995 2 5 OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 1994 and 1993
ASSETS 1994 1993 Investments, at fair value: EB Managed Guaranteed Investment Contract Fund $ 4,332,280 Fidelity Advisor Growth Opportunities Fund 982,215 Fidelity Advisor Limited Term Bond Fund 797,078 Plan interest in Oglebay Norton DC Master Trust $ 5,768,219 Short-term investment fund 86,841 ----------- ----------- 6,111,573 5,855,060 Contributions receivable: Employee 15,619 13,068 Employer 3,204 11,142 Accrued interest and dividends 3,944 5,902 ----------- ----------- Net assets available for benefits $ 6,134,340 $ 5,885,172 =========== ===========
[FN] THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 3 6 OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION for the year ended December 31, 1994
FUND INFORMATION --------------------------------------------------------------- EB FIDELTY MANAGED FIDELITY ADVISOR GUARANTEED ADVISOR LIMITED INVESTMENT GROWTH TERM CONTRACT OPPORTUNITIES BOND INSURED EQUITY BOND FUND FUND FUND FUND FUND FUND OTHER TOTAL Additions: Investment income: Net appreciation (depreciation) in fair value of investments $ 68,630 $ (18,994) $ 748 $ 50,384 Plan interest in Oglebay Norton DC Master Trust investment $ (49,446) 155,444 income 3,214 11,387 1,943 $ 175,379 $ 29,511 Interest and dividends 3,214 11,387 1,943 392 362 1,095 $ (1,958) 16,435 Contributions: Participants 52,387 19,164 15,448 194,032 40,270 66,864 2,551 390,716 Employers 11,063 4,181 3,596 43,200 9,293 18,496 (7,938) 81,891 ---------- ---------- ---------- ---------- ---------- ---------- -------- ----------- Total additions 135,294 15,738 21,735 413,003 79,436 37,009 (7,345) 694,870 ---------- ---------- ---------- ---------- ---------- ---------- -------- ----------- Deductions: Benefits paid to participants 39,309 47,299 341,202 5,900 6,737 440,447 Administrative expenses 5,255 5,255 ---------- ---------- ---------- ---------- ---------- ---------- -------- ----------- Total deductions 5,255 39,309 47,299 341,202 5,900 6,737 445,702 ---------- ---------- ---------- ---------- ---------- ---------- -------- ----------- Net increase (decrease) prior to interfund transfers 130,039 (23,571) (25,564) 71,801 73,536 30,272 (7,345) 249,168 Interfund transfers 4,202,241 1,005,786 822,642 (4,444,726) (507,242) (1,078,701) ---------- ---------- ---------- ---------- ---------- ---------- -------- ----------- Net increase (decrease) 4,332,280 982,215 797,078 (4,372,925) (433,706) (1,048,429) (7,345) 249,168 Net assets available for benefits: Beginning of year - - - 4,372,925 433,706 1,048,429 30,112 5,885,172 ---------- ---------- ---------- ---------- ---------- ---------- -------- ----------- End of year $4,332,280 $ 982,215 $ 797,078 - - - $ 22,767 $ 6,134,340 ========== ========== ========== ========== ========== ========== ======== =========== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
4 7 OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN: The following brief description of the Oglebay Norton Taconite Company (ONTAC) Thrift Plan and Trust (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for complete information regarding the Plan's definitions, benefits, eligibility and other matters. GENERAL: The Plan is a contributory defined contribution plan available to all full-time salaried employees of ONTAC. Employee participation in the Plan is voluntary and enrollment in the Plan is permitted on the first day of each January and July following the date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS: The Plan allows participants to contribute up to fifteen percent of their base salary which includes overtime compensation. ONTAC makes monthly contributions equal to 50% of the participants' eligible monthly contributions up to a maximum of two percent of their base salary, subject to any statutory limits. PARTICIPANT ACCOUNTS: Effective September 30, 1994, participant contributions are invested in the following trustee-managed investment funds: - EB Managed Guaranteed Investment Contract Fund - consists primarily of a diversified portfolio of insurance companies and other investment contracts. - Fidelity Advisor Growth Opportunities Fund - consists primarily of common stocks and securities convertible to common stocks. - Fidelity Advisor Limited Term Bond Fund - consists primarily of high and upper-medium grade fixed income obligations. Prior to September 30, 1994, participant contributions were invested in the following trustee-managed investment funds that were part of the Oglebay Norton DC Master Trust: - Insured Fund - consisted primarily of corporate securities and other assets the income from which is fixed, limited, or determinable in advance. - Equity Fund - consisted primarily of common stocks and securities convertible to common stocks. - Bond Fund - consisted primarily of short-term U.S. govenunent securities, corporate securities, mortgage-related securities and zero coupon bonds. 5 8 OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS, CONTINUED 1. DESCRIPTION OF PLAN, CONTINUED: PARTICIPANT ACCOUNTS, CONTINUED: Allocation of the participant's contributions among the investment funds selected by the participant, may be changed on each enrollment date, and is limited to multiples of 10 percent of the participant's contributions. Allocation of the employer contributions among the investment funds matches that of the participant's contributions. Each participant's account is credited with the participant's monthly contribution, the monthly allocation of ONTAC's contribution, and fund earnings. Participants must be employed at the end of the month to receive an allocation of ONTAC's monthly contribution. A participant is entitled to the benefit that can be provided from the participant accounts. As of December 31, 1994, approximately 104 employees were participating in the Plan. At December 31, 1994 and 1993, the approximate number of participants in each investment fund was as follows:
1994 1993 EB Managed Guaranteed Investment Contract Fund 75 Fidelity Advisor Growth Opportunities Fund 35 Fidelity Advisor Limited Term Bond Fund 42 Insured Fund 88 Equity Fund 79 Bond Fund 34
VESTING: Participants are immediately vested in the value of their contributions plus actual earnings thereon. Participants achieve 100 percent vesting in ONTAC contributions and earnings thereon upon completion of five years of service after plan enrollment or upon death, disability, or retirement after age 65. If employees terminate before rendering five years of service, they forfeit the right to obtain any ONTAC nonvested contributions and earnings thereon in excess of 10 percent for each full year of service up to 40 percent. FORFEITED ACCOUNTS: At December 31, 1994, forfeited nonvested accounts totaled $160 which will be used to reduce future employer contributions. Also, in 1994, employer contributions were reduced by $3,007 from forfeited nonvested accounts. 6 9 OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS, CONTINUED 1. DESCRIPTION OF PLAN, CONTINUED: PAYMENT OF BENEFITS: Upon retirement, death, disability or separation from service, a participant or beneficiary will receive a lump sum distribution equal to the vested portion of the participant's account. PLAN TERMINATION: While ONTAC has not expressed any intent to discontinue its contributions, it is free to do so at any time subject to the provisions of ERISA. In the event such discontinuance results in the termination of the Plan, participants will become 100 percent vested in their accounts and the Plan assets will be available for the exclusive use of the participants subject to the discretion of the Plan administrator. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: VALUATION OF INVESTMENTS: Effective September 30, 1994, investments of the Plan have been made in commingled trust funds which consist primarily of cash equivalents, common stock, guaranteed investment contracts and corporate, U.S. government and federal agency bonds. Prior to September 30, 1994, investments of the Plan consisted of units in the Oglebay Norton DC Master Trust. The individual investments that comprised the Oglebay Norton DC Master Trust were similar in nature to those that comprise the commingled trust funds. Equity securities and fixed interest obligations that are traded on a national securities exchange are valued at the last reported sales price on the last business day of the year; investment securities traded in the over-the-counter market are valued at the last reported bid price. Guaranteed investment contracts are valued at fair value. Investments in money market funds are recorded at cost which is equivalent to fair value. CONTRIBUTIONS: Employee contributions are recorded in the period ONTAC makes payroll deductions from plan participants. Employer contributions are accrued based on employee contributions. INTEREST AND DIVIDENDS: Interest income is recorded as earned on an accrual basis and dividend income is recorded on the ex dividend date. 7 10 OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS, CONTINUED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED: NET APPRECIATION (DEPRECIATION) IN THE FAIR VALUE OF INVESTMENTS: The statement of changes in net assets available for benefits, with fund information, includes the net appreciation (depreciation) in the fair value of investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. BENEFIT PAYMENTS: Net assets available for benefits as of December 31, 1994 includes approximately $116,000 of benefits payable to participants who had withdrawn from the Plan by December 31, 1994, but for whom the distributions have not been made. For purposes of filing Form 5500, such amounts are reflected as a liability in the Statement of Net Assets Available for Benefits in accordance with Department of Labor Regulations. 3. RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS: The trustee is authorized under contract provisions or by ERISA regulations providing an administrative or statutory exemption, to invest in funds under its control and in securities of Oglebay Norton Company. In 1994, there were 138 purchases and 57 sales in the various investment funds under the trustee's control, totaling $14,044,831 and $113,882,831, respectively. In 1993, there were 92 purchases and 41 sales in the various investment funds under the trustee's control, totaling $1,269,076 and $1,277,809, respectively. Temporary cash balances are invested on a daily basis in short-term investment funds under the trustee's control. Such temporary cash balances are not significant to the Plan's financial statements. 4. TAX STATUS: The Plan obtained its latest determination letter on March 31, 1989, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 8 11 OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS, CONTINUED 5. PLAN INTEREST IN OGLEBAY NORTON DC MASTER TRUST: The Plan's investments at December 31, 1993 were principally in the Oglebay Norton DC Master Trust which was established for the investment of assets of the Plan and one other Oglebay Norton sponsored retirement plan. Each of the participating retirement plans have an individual interest in the Master Trust. A summary of the net assets included in the Oglebay Norton DC Master Trust at December 31, 1993 is as follows: Investments, at fair value: Fixed Income - Corporate $ 10,213,230 Common and convertible preferred stock 3,733,389 Fixed Income - U.S. Government 1,111,696 Mortgage-related securities 1,286,766 Cash equivalents 327,312 Zero coupon bonds 230,616 ------------ Total Oglebay Norton DC Master Trust net assets $ 16,903,009 ============
Interest, dividends and net appreciation (depreciation) in the fair value of these investments are allocated to the Plan on a monthly basis, based upon the value of investments held at the close of the prior month. The Plan held approximately 34.1% of the total fair value of the Oglebay Norton Master Trust net assets at the end of 1993. Effective September 30, 1994, the Oglebay Norton DC Master Trust was dissolved. The underlying investment securities held in the Master Trust were transferred to the Plan on a pro rated basis determined by the Plan's percentage ownership in the Master Trust at September 30, 1994. Investment income of the Oglebay Norton DC Master Trust for 1994, for the period prior to dissolution, is as follows: Net appreciation in fair value of investments $ 74,747 Interest and dividends 307,923 --------- $ 382,670 =========
The net appreciation in fair value of investments resulted primarily from corporate fixed income investments. 9 12 SUPPLEMENTAL SCHEDULES 13 OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1994 EIN 34-1201326 Plan Number 003
IDENTITY OF ISSUE, BORROWER, CURRENT LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE Society National Bank EB Managed Guaranteed Investment Contract Fund $ 4,298,849 $ 4,332,280 Society National Bank Fidelity Advisor Growth Opportunities Fund 1,039,955 982,215 Society National Bank Fidelity Advisor Limited Term Bond Fund 796,547 797,078 ----------- $ 6,111,573 ===========
10 14 OGLEBAY NORTON TACONITE COMPANY THRIFT PLAN AND TRUST LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1994 EIN 34-1201326 Plan Number 003
CURRENT EXPENSE VALUE OF INCURRED ASSET ON PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE OR (LOSS) Society National Bank Short-Term Investment Fund $ 560,256 $ 560,256 $ 560,256 Society National Bank Short-Term Investment Fund $ 440,526 440,526 440,526 Society National Bank Money Market Fund 6,628,732 6,628,732 6,628,732 Society National Bank Money Market Fund 6,742,695 6,742,695 6,742,695 Society National Bank EB Managed Guaranteed Investment Contract Fund 4,300,467 4,300,467 4,300,467 Society National Bank Fidelity Growth Opportunity Fund 994,923 994,923 994,923 Society National Bank Fidelity Limited Term Bond Fund 795,453 795,453 795,453
11 15 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Oglebav Norton Company on Form S-8 (Registration No. 33-37975) of our report dated June 9, 1995, on our audits of the financial statements and supplemental schedules of the Oglebay Norton Taconite Company Thrift Plan and Trust as of December 31, 1994 and 1993, and for the year ended December 31, 1994, which report is included in this Annual Report on Form 11-K. COOPERS & LYBRAND L.L.P. Minneapolis, Minnesota June 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----