EXHIBIT 99.3
[OGLEBAY LETTERHEAD]
[_________ __], 2004
Dear Shareholder:
The Second Amended Joint Plan of Reorganization of ONCO Investment
Company, Oglebay Norton Company ("Oglebay") and Certain Subsidiaries, dated July
30, 2004 (as further amended or modified, the "Plan") was confirmed by the
United States Bankruptcy Court for the District of Delaware on [____], 2004 (the
"Confirmation Date") and became effective on [___], 2004 (the "Effective Date").
Under the Plan, on the Effective Date, certificates formerly representing
shares of common stock of Oglebay before reorganization (the "Old Common Stock")
were cancelled. On the Effective Date, holders of record of Old Common Stock as
of the close of business on the Confirmation Date (the "Distribution Record
Date") received warrants (the "Warrants") to acquire shares of common stock
("New Common Stock") of Oglebay after reorganization ("Reorganized Oglebay").
Each record holder of Old Common Stock as of the close of business on the
Distribution Record Date received one Warrant for each share of Old Common Stock
then held. Each Warrant represents the right to purchase one-tenth (1/10th) of a
fully paid and nonassessable share of New Common Stock. The Warrants are
exercisable at an exercise price of $10.00 per share of New Common Stock (the
"Exercise Price"). The Warrants entitle the holder thereof to purchase at the
Exercise Price one share of New Common Stock for each ten (10) Warrants held.
Except in the case where a holder of Warrants is exercising all Warrants then
held, shares of New Common Stock may be purchased only pursuant to the exercise
of Warrants in integral multiples of ten (10). Reorganized Oglebay will not
issue any fractional shares of New Common Stock upon the exercise of the
Warrants. If any fraction of a share of New Common Stock would be issuable upon
the exercise of all Warrants then held by a holder of Warrants, such Warrant
exercise will be rounded to the nearest whole share (up or down), with half
shares being rounded up. The Warrants are transferable and exercisable by the
subsequent holders thereof subject to certain conditions. THE WARRANTS ARE
EXERCISABLE UNTIL 5:00 P.M., EASTERN TIME, [_____], 2005, REGARDLESS OF WHETHER
YOU HAVE RECEIVED THIS LETTER OR YOUR CERTIFICATE REPRESENTING THE WARRANTS
BEFORE THAT TIME.
We have enclosed with this letter a certificate representing the number of
Warrants to which you are entitled, which includes a Form of Election to
Purchase (the "Warrant Exercise Notice") and a Form of Assignment. In order for
you to exercise the Warrants and receive new certificates evidencing the shares
of New Common Stock issuable upon the exercise of your Warrants (the "New
Certificates"), you must surrender to Reorganized Oglebay at the principal
office of Wells Fargo Bank, N.A. (the "Warrant Agent") (i) the certificate or
certificates evidencing the Warrants to be exercised, if any, (ii) the Warrant
Exercise Notice on the reverse of such certificate or certificates duly filled
in and signed, which signature must be guaranteed by an Eligible Guarantor
Institution pursuant to SEC Rule 17Ad-15, and (iii) payment to the Warrant
Agent, for the account of Reorganized Oglebay, of the amount equal to the
Exercise Price multiplied by the number of shares of New Common Stock (the
"Exercise Amount") of which such Warrants are then exercised. Payment of the
Exercise Amount may be made to the Warrant Agent by certified check, official
bank check, express money order, payable to the order of Reorganized Oglebay, or
may be made by wire transfer in immediately available funds as follows:
Wells Fargo Bank, National Association
San Francisco, California
ABA # 121000248
A/C # 16749600
A/C Name: Oglebay Norton Company Warrants
REF: Wells Fargo Bank, National Association,
As Agent for Oglebay Norton Company
Attn: Jane Schweiger
If your shares of Old Common Stock were held in the name of a broker,
bank, depository or other nominee (each a "Nominee"), you will not be receiving
a certificate representing your Warrants. Instead, you have received a
beneficial interest in a global warrant held by the Depositary Trust Company in
its capacity as custodian for the Warrant Agent. This "beneficial interest" has
the same rights and privileges as a certificate representing the Warrants. Each
Nominee will be forwarded a notice of such Nominee's interest in the global
warrant representing the Warrants. If you wish to do so, please contact your
Nominee with respect to exercising or transferring your Warrants.
We are also enclosing with this letter a prospectus dated [______], 2004
(together with any amendments or supplements made thereto, the "Prospectus")
which relates to the issuance and distribution of the Warrants and offer and
sale of the New Common Stock upon exercise of the Warrants (should you choose to
exercise). PLEASE READ THE PROSPECTUS IN ITS ENTIRETY. WHILE ALL OF THE
INFORMATION CONTAINED IN THE PROSPECTUS IS IMPORTANT FOR YOU TO BE AWARE OF, WE
PARTICULARLY ENCOURAGE YOU TO REVIEW THE SECTIONS TITLED "RISK FACTORS" AND
"DILUTION." INVESTING IN REORGANIZED OGLEBAY THROUGH EXERCISE OF THE WARRANTS
INVOLVES A HIGH DEGREE OF RISK. IN PARTICULAR, THE SHARES OF NEW COMMON STOCK
ISSUABLE UPON EXERCISE OF THE WARRANTS ARE BEING OFFERED AT A PRICE ($10.00 PER
SHARE) THAT EXCEEDS THEIR ASSUMED VALUE. IN ADDITION, HOLDERS OF WARRANTS MAY BE
ABLE TO PURCHASE SHARES OF NEW COMMON STOCK IN THE OPEN MARKET DURING THE
WARRANT EXERCISE PERIOD AT LOWER PRICES THAN THE PRICE PER SHARE REFLECTED IN
THE EXERCISE PRICE. HOLDERS OF WARRANTS SHOULD INFORM THEMSELVES AS TO THE
CURRENT TRADING PRICE OF NEW COMMON STOCK BEFORE EXERCISING ANY WARRANT.
Wells Fargo Bank, N.A. has agreed to act as our Warrant Agent. All
requests for transfer and exchange of definitive or global Warrants or the
surrender and payment upon exercise of definitive or global Warrants, as the
case may be, may be made to the Warrant Agent as follows:
Registered and Certified Mail: Regular Mail or Courier: In Person by Hand Only:
- ----------------------------- ----------------------- ----------------------
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations Corporate Trust Services
MAC N9303-121 MAC N9303-121 Northstar East Bldg-12th Floor
P.O. Box 1517 6th & Marquette Avenue 608 2nd Avenue South
Minneapolis, MN 55480 Minneapolis, MN 55479 Minneapolis, MN 55402
Telephone: (800)-344-5128 or (612)-667-9764
Fax: (612)-667-6282
We also recommend that you contact your broker or Nominee with respect to
any requirements they may have with respect to the exercise or transfer of your
Warrants.
Very truly yours,
OGLEBAY NORTON COMPANY
By:___________________________________
Name:
Title:
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