UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 27, 2004
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OGLEBAY NORTON COMPANY
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(Exact Name of Registrant as Specified in Charter)
Ohio 000-32665 34-1888342
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
North Point Tower
1001 Lakeside Avenue, 15th Floor
Cleveland, Ohio 44114-1151
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 861-3300
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On April 27, 2004, Oglebay Norton Company, an Ohio corporation ("Oglebay
Norton"), and its subsidiaries filed a joint plan of reorganization (the "Plan")
with the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). The Plan is subject to review and approval by the
Bankruptcy Court.
A copy of the Plan is attached as Exhibit 2.1 hereto and is incorporated
herein by reference.
Certain information in the Plan contains statements that are
"forward-looking" in that they reflect Oglebay Norton's current views with
respect to current events and financial performance. These forward-looking
statements are subject to uncertainties and factors relating to Oglebay Norton's
operations and business environment and a number of other risks, uncertainties
and assumptions, all of which are difficult to predict and many of which are
beyond its control. Oglebay Norton believes that the following factors, among
others, could affect its future performance and cause actual results to differ
materially from those expressed or implied by forward-looking statements made by
it: (1) business and financial risks associated with its decision to file for
protection under chapter 11 of the United States Bankruptcy Code; (2) its
ability to restructure its debt, and the ability of such activities to provide
adequate liquidity to sufficiently improve its financial position; (3) its
ability to complete its cost reduction initiatives; (4) weather conditions,
particularly in the Great Lakes region, flooding, and/or water levels; (5)
fluctuations in energy, fuel and oil prices; (6) fluctuations in integrated
steel production in the Great Lakes region; (7) fluctuations in Great Lakes and
Mid-Atlantic construction activity; (8) economic conditions in California or
population growth rates in the Southwestern United States; (9) the outcome of
periodic negotiations of labor agreements; (10) changes in the demand for its
products due to changes in technology; (11) the loss, insolvency or bankruptcy
of major customers, insurers or vendors; (12) changes in environmental laws;
(13) difficulty in hiring sufficient staff that is appropriately skilled and
licensed, particularly for its vessel operations; and (14) an increase in the
number and cost of asbestos and silica product liability claims filed against it
and determinations by a court or jury against its interest.
Oglebay Norton does not undertake any obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. The terms of the Plan as it is ultimately confirmed
by the Bankruptcy Court can ultimately affect Oglebay Norton's balance sheet
going forward. No assurance can be given as to what claims or interests will be
satisfied under the Plan and in what manner. Accordingly, Oglebay Norton urges
that appropriate caution be exercised with respect to existing and future
investments in any of these liabilities and/or securities.
The Plan contained in this public filing is preliminary only and is subject
to material modifications. Therefore, no one should rely upon the disclosure of
such information in making any investment decisions. This disclosure is not
intended to be a solicitation of votes for any reorganization of Oglebay Norton.
Oglebay Norton agrees to furnish supplementally a copy of any omitted
schedule to Exhibit 2.1 to the Securities Exchange Commission upon request.
ITEM 7. EXHIBITS.
(c) Exhibits:
Number Exhibit
2.1 Joint Plan of Reorganization of Debtors and Debtors in
Possession, as filed with the United States Bankruptcy
Court for the District of Delaware on April 27, 2004
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 hereunto duly authorized.
OGLEBAY NORTON COMPANY
By: /s/ Julie A. Boland
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Name: Julie A. Boland
Title: Vice President, Chief
Financial Officer and
Treasurer
Dated: May 12, 2004
INDEX TO EXHIBITS
NUMBER EXHIBIT
2.1 Joint Plan of Reorganization of Debtors and Debtors in
Possession, as filed with the United States Bankruptcy Court
for the District of Delaware on April 27, 2004