EXHIBIT 99.3
[OGLEBAY LETTERHEAD]
[_________ __], 2005
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 November 17, 2004
(the "Confirmation Date") and became effective on [_________ __], 2005 (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") (CUSIP No. 677007 11 4) to acquire
shares of common stock ("New Common Stock") (CUSIP No. 677007 20 5) 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; provided, however, that any Warrants held by an affiliate of
Reorganized Oglebay may generally only be resold pursuant to a valid exemption
under the Securities Act of 1933. The Warrants are exercisable by 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"), such nominee will be
receiving Warrants on your behalf that it may exercise or transfer only upon
your instructions. 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 [_______ ___],
200[_] (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 WARRANTS.
Wells Fargo Bank, N.A. has agreed to act as our Warrant Agent. All
questions and requests for transfer and exchange of Warrants, the surrender and
payment upon exercise of Warrants, or additional copies of the Prospectus 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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