Exhibit 99.5
WARRANTS TO PURCHASE COMMON STOCK
OF
OGLEBAY NORTON COMPANY
PURSUANT TO THE PROSPECTUS DESCRIBED BELOW
AND THE SECOND AMENDED JOINT PLAN OF REORGANIZATION OF
ONCO INVESTMENT COMPANY, OGLEBAY NORTON COMPANY AND
CERTAIN SUBSIDIARIES DATED JULY 30, 2004
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THE EXERCISE PERIOD FOR THE WARRANTS WILL EXPIRE AT
5:00 P.M., EASTERN TIME, ON [ ], 2005 (THE "EXPIRATION DATE").
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[ ], 2004
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To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
Enclosed for your consideration, among other documents, is a Prospectus
dated [_______ __], 2004 (together with any amendments or supplements thereto,
the "Prospectus") relating to the issuance and distribution by reorganized
Oglebay Norton Company ("Reorganized Oglebay") to holders of record of shares of
common stock ("Old Common Stock") of Oglebay Norton Company before
reorganization ("Oglebay") as of the close of business on [___________ __], 2004
(the "Distribution Record Date") of warrants to acquire shares of common stock
of Reorganized Oglebay (the "New Common Stock") in accordance with the terms of
the Second Amended Joint Plan of Reorganization of ONCO Investment Company,
Oglebay and Certain Subsidiaries, dated July 30, 2004, (as further amended or
modified, the "Plan"), which was confirmed by an order of the United States
Bankruptcy Court for the District of Delaware entered on [_________ ___], 2004.
Reorganized Oglebay emerged from bankruptcy on [__________ __], 2004 (the
"Effective Date"). Under the Plan, on the Effective Date, certificates formerly
representing shares of Old Common Stock were cancelled, and each record holder
of Old Common Stock on the Distribution Record Date received one warrant (a
"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.
Only registered holders of the Warrants and proper transferees of the
Warrants may exercise the Warrants. Accordingly, we are asking you to contact
your clients for whom you held Old Common Stock registered in your name or the
name of your nominee to obtain instructions with respect to the exercise of the
Warrants.
Upon request, Reorganized Oglebay will reimburse you for customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients.
Enclosed for your information and for forwarding to your clients are
copies of each of the following documents:
1. A letter from Reorganized Oglebay addressed to the shareholders
of Oglebay;
2. Prospectus dated [_____ __], 2004;
3. Form of Election to Purchase to be used by you to exercise the
Warrants on behalf of your clients and for the information of
your clients (the "Warrant Exercise Notice");
4. Form of Assignment; and
5. A form of letter which may be sent to your clients, with space
provided for obtaining such clients' instructions with regard to
the exercise of the Warrants.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE
NOTE THAT THE WARRANTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON THE EXPIRATION
DATE.
Properly completed Warrant Exercise Notices and payment in full of an
amount equal to the Exercise Price multiplied by the number of shares of New
Common Stock purchased must be received by the Warrant Agent prior to 5:00 p.m.,
Eastern Time, on the Expiration Date in order to exercise the Warrants.
Any requests for additional copies of the enclosed material and any
inquiries you may have with respect to the exercise of the Warrants should be
addressed to Wells Fargo Bank, N.A. as follows:
Registered and Certified Mail: Regular Mail or Courier:
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Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations
MAC N9303-121 MAC N9303-121
P.O. Box 1517 6th & Marquette Avenue
Minneapolis, MN 55480 Minneapolis, MN 55479
In Person by Hand Only:
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Wells Fargo Bank, N.A.
Corporate Trust Services
Northstar East Bldg-12th Floor
608 2nd Avenue South
Minneapolis, MN 55402
Telephone: (800) 344-5128 or (612) 667-9764
Fax: (612) 667-6282
Very truly yours,
OGLEBAY NORTON COMPANY
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER
PERSON AS AN AGENT OF THE COMPANY, ANY AFFILIATE OF THE COMPANY OR THE WARRANT
AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY
STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE WARRANTS, EXCEPT FOR
STATEMENTS EXPRESSLY MADE IN THE ENCLOSED DOCUMENTS.
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