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
(Mark One):
| x | | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE |
| | SECURITIES AND EXCHANGE ACT OF 1934 |
| | For the fiscal year ended December 31, 2001 |
OR
¨ | | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE |
| | SECURITIES AND EXCHANGE ACT OF 1934 |
| | For the transition period from to |
Commission file number 000-32665
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP 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,
21st FLOOR, CLEVELAND, OHIO 44114
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
AND
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2001
FOR
ANNUAL REPORT ON FORM 11-K
OGLEBAY NORTON COMPANY
INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
CLEVELAND, OHIO
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
December 31, 2001 and 2000 and Year Ended December 31, 2001
with Report of Independent Auditors
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
December 31, 2001 and 2000 and
Year Ended December 31, 2001
| | 1 |
Financial Statements | | |
| | 2 |
| | 3 |
| | 4 |
Supplemental Schedules | | |
|
| | 9 |
| | 10 |
Compensation and Organization Committee
Oglebay Norton Company
We have audited the accompanying statements of net assets available for benefits of Oglebay Norton Company Incentive Savings and Stock Ownership Plan as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. 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 auditing standards generally accepted in the United States. 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, 2001 and 2000, and the changes in its net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2001, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the 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. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Cleveland, Ohio
June 14, 2002
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
| | | December 31
|
| | | 2001
| | 2000
|
Assets | | | | | | |
| Cash and cash equivalents | | $ | 339,727 | | $ | 498,201 |
| Investments, at fair value: | | | | | | |
| Shares of registered investment companies | | | 15,545,857 | | | 17,165,012 |
| Collective investment trust | | | 5,916,530 | | | 5,738,049 |
| Oglebay Norton Company common stock | | | 5,643,543 | | | 6,098,300 |
| Participant loans | | | 1,479,164 | | | 1,248,173 |
| | |
|
| |
|
|
| | | | 28,585,094 | | | 30,249,534 |
| Receivables: | | | | | | |
| Contribution from employer | | | 38,115 | | | 33,032 |
| Contributions from employees | | | 72,991 | | | 72,430 |
| Accrued investment income | | | 4,072 | | | 1,905 |
| | |
|
| |
|
|
| | | | 115,178 | | | 107,367 |
Liabilities: | | | | | | |
| Distributions payable | | | 66,990 | | | — |
| | |
|
| |
|
|
| Net assets available for benefits | | $ | 28,973,009 | | $ | 30,855,102 |
| | |
|
| |
|
|
See notes to financial statements.
2
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
Year Ended December 31, 2001
Additions | | | | |
| Investment income: | | | | |
| Interest and dividends | | $ | 310,793 | |
| Contributions: | | | | |
| Employer | | | 1,529,793 | |
| Employee | | | 3,026,957 | |
| Rollovers | | | 167,195 | |
| | |
|
|
|
| | | | 4,723,945 | |
| | |
|
|
|
| Total additions | | | 5,034,738 | |
|
Deductions | | | | |
| Distributions to participants | | | (4,738,036 | ) |
| Net depreciation in fair value of investments | | | (3,371,601 | ) |
| Administrative fees | | | (98,598 | ) |
| | |
|
|
|
| Total deductions | | | (8,208,235 | ) |
| Transfer to the Plan | | | 1,291,404 | |
| | |
|
|
|
| Net decrease | | | (1,882,093 | ) |
| Net assets available for benefits beginning of year | | | 30,855,102 | |
| | |
|
|
|
| Net assets available for benefits end of year | | $ | 28,973,009 | |
| | |
|
|
|
See notes to financial statements.
3
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
December 31, 2001 and 2000 and Year Ended December 31, 2001
1. Plan Description
The following description of the Oglebay Norton Company Incentive Savings and Stock Ownership Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
The Plan is a defined contribution plan covering non-bargaining employees of Oglebay Norton Company’s (Company and plan administrator) corporate office and Colorado Silica and Port Inland plants, certain bargaining employees of the Company’s Bakersfield and Brady plants, employees of the Company’s El Paso, Kings Mountain and Velarde plants, past employees of the Company’s Columbus and Portage plants, and certain other employee groups as described below.
Effective May 1, 2001, the Plan was amended to extend coverage to the non-bargaining employees of Michigan Limestone Operations, Inc., a subsidiary of the Company. Accordingly, Michigan Limestone Operations Limited Partnership 401(k) Plan for Salaried Employees was merged into and made part of the Plan. Net assets transferred into the Plan were $1,291,404.
The Plan allows each participant to elect to contribute from 1% to 15% of base compensation. The contributions represent tax deferred compensation contributions and take the form of reductions in salary for income tax purposes.
The Company is required to contribute an amount equal to either 50% or 75% of a participant’s contribution, depending upon the participant’s employee group, up to a maximum of 8% of the participant’s compensation. Company contributions are nonparticipant-directed and are invested in the Oglebay Norton Stock Fund.
Each participant’s account is credited with the participant’s contributions, Company matching contributions and Plan earnings. Participants are fully vested as to their contributions and earnings thereon and vest ratably over the first three years of employment (33% after first year, 67% after second year, and 100% after three years) with respect to Company contributions made to the Plan and earnings thereon. 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.
4
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS—(Continued)
The Company reserves the right, by action of its Board of Directors, to terminate the Plan at any time, subject to the provisions of the Employee Retirement Income Security Act of 1974. 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.
Participants may borrow from their accounts. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates. The maximum loan repayment period is five years, unless the loan is for the purchase of a primary residence in which case the maximum term is ten years. The maximum loan balance is the lesser of $50,000 or 50% of the participant’s nonforfeitable account balance. The minimum loan amount is $1,000.
2. Significant Accounting Policies
The financial statements of the Plan are prepared on the accrual basis. The accounting records are maintained by the plan administrator in conjunction with the trustee, who maintains the assets and distributes benefits.
The Plan’s investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The fair value of the collective investment trust is determined by the trustee based on the market value of the underlying assets. Oglebay Norton Company stock is valued at the last reported sales price on the last business day of the Plan year. Participant loans are valued at their outstanding balances which approximates fair value.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
5
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS—(Continued)
3. Investments
During 2001, the Plan’s investments (including investments purchased, sold, as well as held during the year) depreciated in fair value as follows:
| | | Net Appreciation (Depreciation) in Fair Valueof Investments
| |
| Shares of registered investment companies | | $ | (2,447,357 | ) |
| Collective investment trust | | | 337,249 | |
| Oglebay Norton Company common stock | | | (1,261,493 | ) |
| | |
|
|
|
| | | $ | (3,371,601 | ) |
| | |
|
|
|
The following is a summary of individual investments held by the Plan as of December 31, 2001 and 2000, which represent five percent or more of net assets available for benefits:
| | | December 31
|
| | | 2001
| | 2000
|
| Oglebay Norton Company common stock* | | $ | 5,643,543 | | $ | 6,098,300 |
| Schwab Stable Value Fund | | | 5,916,530 | | | 5,738,049 |
| INVESCO Total Return Fund | | | 1,861,074 | | | 1,575,159 |
| Janus Fund | | | 5,835,470 | | | 9,115,102 |
| Oakmark Fund | | | 3,344,013 | | | 2,255,286 |
| Schwab S&P 500 Investor Shares Fund | | | 3,245,859 | | | 3,001,393 |
| * | | Non-participant directed |
6
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS—(Continued)
4. Nonparticipant-Directed Investment
Information about the net assets and the significant components of changes in net assets related to the nonparticipant-directed investment is as follows:
| | | December 31
|
| | | 2001
| | 2000
|
| Net assets: | | | | | | |
| Cash and cash equivalents | | $ | 339,727 | | $ | 498,201 |
| Investments, at fair value: | | | | | | |
| Oglebay Norton Company common stock | | | 5,643,543 | | | 6,098,300 |
| Employer contribution receivable | | | 38,115 | | | 33,032 |
| | |
|
| |
|
|
| | | $ | 6,021,385 | | $ | 6,629,533 |
| | |
|
| |
|
|
| | | Year ended December 31, 2001
| |
| Changes in net assets: | | | | |
| Interest and dividends | | $ | 14,843 | |
| Employer contributions | | | 1,543,323 | |
| Employee contributions | | | 282,942 | |
| Rollover contributions | | | 1,643 | |
| Net depreciation in fair value of investment | | | (1,261,493 | ) |
| Distributions to participants | | | (1,476,316 | ) |
| Administrative fees | | | (24,944 | ) |
| Transfers to fund, net | | | 311,854 | |
| | |
|
|
|
| | | $ | (608,148 | ) |
| | |
|
|
|
7
OGLEBAY NORTON COMPANY INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS—(Continued)
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated November 27, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
6. Transactions with Parties–in–Interest
Transactions with parties-in-interest consist of purchases and sales of investment mediums sponsored by the trustee and shares of Company common stock held in the Oglebay Norton Stock Fund.
During 2001, certain fees for accounting, legal and trustee services were paid by the Company on behalf of the Plan. The fees paid by the Company to the trustee were based on customary and reasonable rates for such services.
8
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
EIN: 34-1888342 Plan Number: 007
(Held at End of Year)
December 31, 2001
Name of Issuer andTitle of Issue
| | Shares, Units orInterest Rates
| | | Cost**
| | CurrentValue
|
| Registered Investment Companies: | | | | | | | | | |
| INVESCO Total Return Fund | | 74,413 | | | | | | $ | 1,861,074 |
| Janus Fund | | 237,214 | | | | | | | 5,835,470 |
| Lazard International Equity Fund | | 67,163 | | | | | | | 668,270 |
| Loomis Sayles Small Cap Value Fund | | 28,340 | | | | | | | 591,171 |
| Oakmark Fund | | 94,812 | | | | | | | 3,344,013 |
| Schwab S&P 500 Investor Shares Fund* | | 183,589 | | | | | | | 3,245,859 |
| Collective Investment Trust: | | | | | | | | | |
| Schwab Stable Value Fund* | | 436,548 | | | | | | | 5,916,530 |
| Oglebay Norton Stock Fund: | | | | | | | | | |
| Oglebay Norton Company common stock* | | 364,100 | | | $ | 6,921,345 | | | 5,643,543 |
| Participant loans* | | 6.5%-10.5 | % | | | | | | 1,479,164 |
| | | | | | | | |
|
|
| | | | | | | | | $ | 28,585,094 |
| | | | | | | | |
|
|
| * | | Indicates party-in-interest to the Plan. |
| ** | | Cost is presented for nonparticipant- directed investments only |
9
Oglebay Norton Company Incentive Savings and Stock Ownership Plan
EIN: 34-1888342 Plan Number: 007
Year Ended December 31, 2001
Identity of Party Involved
| | Description of Asset
| | Total Purchases
| | TotalSales
| | NetGain
|
| Category (iii)—Series of transactions in excess of 5 percent of plan assets | | | | |
| Charles Schwab Trust Company* | | Oglebay Norton Stock Fund* | | | | | | |
| | | 151 purchases | | $2,832,569 | | | | |
| | | 171 sales | | | | $2,184,308 | | $229,686 |
There were no category (i), (ii) or (iv) reportable transactions during 2001.
| * | | Indicates party-in-interest to the Plan. |
10
EXHIBIT INDEX
Exhibit Number
| | Exhibit Description
|
|
| 23 | | Consent of Independent Auditors |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
OGLEBAY NORTON COMPANY |
|
| By: | | /s/ JULIE A. BOLAND
|
| | | Julie A. Boland Vice President, Chief Financial Officer and Treasurer On behalf of the Registrant as Principal Financial Officer |
DATE: June 28, 2002
