-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VAH43ape9FkMsQKiI+U2NSJoV6ZEnP08AiOlrTI8tyumcFMT/KR+HzK0HEEaz8Ys upGJsQctMpYOH2Suj7Mazw== 0000950152-97-000117.txt : 19970108 0000950152-97-000117.hdr.sgml : 19970108 ACCESSION NUMBER: 0000950152-97-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961223 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970107 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00663 FILM NUMBER: 97502149 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 8-K 1 OGLEBAY NORTON 1 Sequential Page 1 of 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 23, 1996 ----------------- OGLEBAY NORTON COMPANY ---------------------- (Exact name of Registrant as specified in its charter) Delaware 0-663 34-0158970 - ----------------------------- ----- ----------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) 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 ____________________________________N/A________________________________________ (Former name or former address, if changed since last report) 2 Sequential Page 2 of 7 Item 2. Acquisition or Disposition of Assets. Effective November 25, 1996 the Registrant and its wholly owned subsidiary, ONCO Eveleth Company, ("ONCO"), and Eveleth Taconite Company, ("ETCO"), Eveleth Expansion Company, ("EXCO"), AK Steel Corporation, ("AK Steel"), Virginia Horn Taconite Company, ("AKS Sub") Rouge Steel Company, ("Rouge"), Stelco, Inc., ("Stelco"), Ontario Eveleth Company, ("Stelco Sub"), and Eveleth Mines, LLC, ("EM"), entered into the Eveleth Mines Exit Agreement (the "Exit Agreement"). The Registrant holds a 15% interest in ETCO, while ONCO holds a 20.5% interest in EXCO. The remaining 85% of the shares of ETCO are held by Rouge, and the remaining shares of EXCO are owned by AKS Sub and Stelco Sub. Rouge, ETCO, Stelco, Stelco Sub, AK Steel and AKS Sub are hereinafter sometimes referred to as the "Remaining Companies". ETCO and EXCO each own a portion of certain taconite ore mining rights in mines located in St. Louis County, Minnesota, and related surface rights, together with facilities for the mining, crushing, concentrating and pelletizing of taconite ore (the "Eveleth Mines"). The Registrant served as Manager of Eveleth Mines under the Eveleth Mines Management Agreement, as amended ("Management Agreement"). Oglebay Norton Taconite Company, ("ONTAC"), a wholly owned subsidiary of the Registrant, served as employer of the employees of Eveleth Mines under the Eveleth Mines Employment Services Agreement (the "Employment Agreement"). Under the terms of the Exit Agreement the parties agreed that the Registrant and ONCO will cease to participate in the ownership, management and operations of Eveleth Mines. Accordingly, the Registrant sold to EM all of its ONTAC shares and EXCO interests while, Rouge purchased all of the Registrant's shares of ETCO. Certain other agreements relating to the management and operation of Eveleth Mines were also terminated including the Management Agreement, Employment Agreement and the pellet sales contracts between ONCO and each of AK Steel and Stelco Sub (the "Pellet Sales Contracts"). The transaction closed on December 23, 1996, with an effective date of November 30, 1996. The Registrant sold, for $5,000,000 and the assumption by EM of all Known Liabilities, as that term is defined in the Exit Agreement, its ETCO shares, EXCO interests, ONTAC shares and certain mining equipment. In addition, the parties agreed to cancel the Pellet Sales Contracts and certain royalty arrangements, as defined in the Exit Agreement. 3 Sequential Page 3 of 7 EM agreed to continue to supply pellets to the Registrant to permit it to fulfill its 1996 pellet sales commitments (other than the Pellet Sales Contracts which, as noted above, were canceled). AK Steel and Rouge have agreed to severally indemnify and hold harmless the Registrant and ONCO and each of their respective subsidiaries, divisions, affiliates, officers, directors, employees and agents, in accordance with AK Steel's and Rouge's respective adjusted percentage ownership in EM, for assumed liabilities, employee liabilities or breach by EM of its covenants contained in the Agreement. EM and the Remaining Companies agree to indemnify and hold harmless the Registrant and ONCO of their respective subsidiaries, divisions, affiliates, officers, directors, employees and agents, from and against any loss, cost, deficiency, liability, and damage including attorneys' fees and expenses incurred or suffered by them arising out of or resulting from the ownership, management and operations of Eveleth Mines from and after the date of Closing. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. Not Applicable (b) Pro Forma Financial Information. The following unaudited Pro Forma condensed consolidated financial statements are filed with this report: Pro Forma Condensed Consolidated Balance Sheet at September 30, 1995..............................Page 5 Pro Forma Condensed Consolidated Statements of Operations: Year Ended December 31, 1995....................Page 6 Nine Months Ended September 30, 1995............Page 7 The Pro Forma Condensed Consolidated Balance Sheet of the Registrant as of September 30, 1996 reflects the financial position of the Registrant after giving effect to the disposition of the assets and assumption of the liabilities discussed in Item 2 and assumes the disposition took place on September 30, 1996. The Pro Forma Condensed Consolidated Statements of Operations for the year December 31, 1995 and the nine months ended September 30, 1996 assume that the disposition occurred on January 1, 1995, and are based on the operations of the Registrant for the year ended December 31, 1995 and the nine months ended September 30, 1996. The unaudited pro forma condensed consolidated financial statements have been prepared by the Registrant based upon assumptions deemed proper by it. The unaudited pro forma condensed consolidated financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of the Registrant, or of the financial position or results of operations or the Registrant that would have actually occurred had the transaction been in effect as of the date or for the periods presented. In addition, it should be noted that the Registrant's financial statements will reflect the disposition only from November 30, 1996, the effective date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and related notes of the Registrant. (c) Exhibits. None. 4 Sequential Page 4 of 7 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 Dated: January 7, 1997 By /s/ Richard J. Kessler ----------------------------- Richard J. Kessler, Vice President Finance and Planning 5 Sequential Page 5 of 7 PRO FORMA FINANCIAL INFORMATION OGLEBAY NORTON COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1996
Pro Forma Adjustments ----------------------- Historical Iron Ore (a) Other Pro Forma ---------- ------------ --------- --------- ASSETS CURRENT ASSETS Cash and cash equivalents $21,506,490 $3,562,815 (b) $25,069,305 Marketable securities 1,851,300 1,851,300 Accounts Receivable, less reserve for doubtful accounts - $608,000 27,697,807 $2,771,685 2,771,685 (c) 27,697,807 Inventories Raw materials and finished products 2,458,546 2,458,546 Operating supplies 2,325,911 2,325,911 ------------ ------------ 4,784,457 4,784,457 Deferred income taxes 3,338,281 32,251 3,306,030 Prepaid expenses 5,913,331 408,805 5,504,526 ------------ ----------- ---------- ------------ TOTAL CURRENT ASSETS 65,091,666 3,212,741 6,334,500 68,213,425 INVESTMENTS 9,968,911 8,897,522 1,071,389 PROPERTIES AND EQUIPMENT 301,779,224 1,305,258 300,473,966 Less allowances for depreciation and amortization 156,585,858 258,212 156,327,646 ------------ ----------- ---------- ------------ 145,193,366 1,047,046 144,146,320 PREPAID PENSION COSTS AND OTHER ASSETS 29,027,534 29,027,534 ------------ ----------- ---------- ------------ $249,281,477 $13,157,309 $6,334,500 $242,458,668 ============ =========== ========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $ 8,476,450 $ 8,476,450 Accounts payable 4,119,843 4,119,843 Payrolls and other accrued compensation 5,040,509 5,040,509 Accrued expenses 11,415,299 $ 881,185 $ 463,000 (c) 10,997,114 Income taxes 4,778,616 975,856 241,456 (c) 4,044,216 Iron Ore impairment obligations 2,074,993 2,074,993 -- ------------ ----------- ---------- ------------ TOTAL CURRENT LIABILITIES 35,905,710 3,932,034 704,456 32,678,132 LONG-TERM DEBT, less current portion 39,283,788 39,283,788 POSTRETIREMENT BENEFITS OBLIGATIONS 31,654,161 6,672,208 24,981,953 OTHER LONG-TERM LIABILITIES 19,069,461 300,000 300,000 (c) 19,069,461 DEFERRED INCOME TAXES 20,755,529 (737,232) 21,492,761 STOCKHOLDERS' EQUITY Preferred stock, without par value, authorized 5,000,000 shares; none issued -- 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 9,428,440 9,428,440 Unrealized gains 810,158 810,158 Retained earnings 121,549,933 2,990,299 5,330,044 123,889,678 ------------ ----------- ---------- ------------ 135,415,197 2,990,299 5,330,044 137,754,942 Treasury stock, at cost - 1,201,134 shares (31,492,131) (31,492,131) Unallocated Employee Stock Ownership Plan shares (1,310,238) (1,310,238) ------------ ----------- ---------- ------------ 102,612,828 2,990,299 5,330,044 104,952,573 ------------ ----------- ---------- ------------ $249,281,477 $13,157,309 $6,334,500 $242,458,668 ============ =========== ========== ============ (a) To eliminate the assets and liabilities included in the balance sheet of the Registrant's Iron Ore segment at September 30, 1996. (b) To reflect net proceeds from the sale of the Iron Ore segment, computed as the sales price of $5,000,000, less net current liabilities payable, as of September 30, 1996, to the Remaining Companies. (c) To reflect transaction costs, assets and liabilities retained by the Registrant, and income tax benefit related to the transaction.
6 Sequential Page 6 of 7 PRO FORMA FINANCIAL INFORMATION OGLEBAY NORTON COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (UNAUDITED)
Pro Forma Adjustments ----------------------- Historical Iron Ore (a) Other Pro Forma ---------- ------------ -------- --------- REVENUES Net sales $103,719,024 $26,223,892 $77,495,132 Operating revenues 85,656,571 85,656,571 Royalties and management fees 4,221,272 4,221,272 -- ----------- ---------- ----------- 193,596,867 30,445,164 163,151,703 COSTS AND EXPENSES Cost of goods sold 85,827,000 24,071,716 61,755,284 Operating expenses 70,218,851 70,218,851 General, administrative and selling expenses 15,949,541 544,939 $866,456 (b) 16,271,058 Loss on sale of production capacities and shutdown of facilities 612,656 612,656 ----------- ---------- --------- ----------- 172,608,048 24,616,655 866,456 148,857,849 INCOME FROM OPERATIONS 20,988,819 5,828,509 (866,456) 14,293,854 OTHER INCOME (EXPENSE) - NET (478,829) (478,829) ----------- ---------- --------- ----------- INCOME BEFORE INCOME TAXES 20,509,990 5,828,509 (866,456) 13,815,025 Income taxes 5,149,000 2,608,000 (295,000) 2,246,000 ----------- ---------- --------- ----------- NET INCOME $15,360,990 $3,220,509 ($571,456) $11,569,025 =========== ========== ========= =========== NET INCOME PER SHARE OF COMMON STOCK $ 6.21 $ 1.30 $ 4.68 =========== ========== =========== DIVIDENDS PER SHARE OF COMMON STOCK $ 1.20 $ 1.20 =========== =========== Average number of shares of Common Stock outstanding 2,474,111 (a) To eliminate the profit of the Registrant's Iron Ore segment for the entire period. (b) To reflect allocated corporate general and administrative expenses that would not have been eliminated due to the sale of the Registrant's Iron Ore segment.
7 Sequential Page 7 of 7 PRO FORMA FINANCIAL INFORMATION OGLEBAY NORTON COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED)
Pro Forma Adjustments ------------------------ Historical Iron Ore (a) Other Pro Forma ---------- ------------ -------- --------- REVENUES Net sales $78,288,335 $22,365,754 $55,922,581 Operating revenues 57,371,256 57,371,256 Royalties and management fees 2,991,909 2,991,909 -- ----------- ---------- ----------- 138,651,500 25,357,663 113,293,837 COSTS AND EXPENSES Cost of goods sold 63,510,707 20,703,242 42,807,465 Operating expenses 50,092,550 50,092,550 General, administrative and selling expenses 11,278,851 217,345 $581,591 (b) 11,643,097 Loss on sale of production capacities and shutdown of facilities 1,077,845 1,077,845 ----------- ---------- --------- ---------- 125,959,953 20,920,587 581,591 105,620,957 INCOME FROM OPERATIONS 12,691,547 4,437,076 (581,591) 7,672,880 OTHER INCOME (EXPENSE) - NET 373,488 373,488 ----------- ---------- --------- ---------- INCOME BEFORE INCOME TAXES 13,065,035 4,437,076 (581,591) 8,046,368 Income taxes 2,765,000 1,429,000 (198,000) 1,138,000 ----------- ---------- --------- ---------- NET INCOME $10,300,035 $3,008,076 ($383,591) $6,908,368 =========== ========== ========= ========== NET INCOME PER SHARE OF COMMON STOCK $ 4.21 $ 1.23 $ 2.83 =========== ========== ========== DIVIDENDS PER SHARE OF COMMON STOCK $ 0.95 $ 0.95 =========== ========== Average number of shares of Common Stock outstanding 2,444,835 (a) To eliminate the profit of the Registrant's Iron Ore segment for the entire period. (b) To reflect allocated corporate general and administrative expenses that would not have been eliminated due to the sale of the Registrant's Iron Ore segment.
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