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SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549











FORM 10-Q





| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934
| | ----------------------------------------------------------------------------------------




For Quarter Ended June 30, 2000 Commission File number 000-25651







OGLEBAY NORTON COMPANY


(Exact name of registrant as specified in its charter)





|Delaware                                 |  | 34-1888342         
|---------------------------------------- |  | -------------------
|
|incorporation or organization)           |  | identification no.)
|                                         |  |                    
|1100 Superior Avenue Cleveland, Ohio     |  | 44114-2598         
|(Address of principal executive offices) |  | (Zip Code)         




Registrants telephone number, including area code216 861-3300


None


Former name, former address and former fiscal year, if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈


Shares of Common Stock outstanding at July 31, 2000: 4,967,855





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OGLEBAY NORTON COMPANY AND SUBSIDIARIES


INDEX





|PART I. FINANCIAL INFORMATION                                                                                                                            |  | Page Number
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                                                                         | 
|Item 1                                                                                                                                                   |  |            
|Condensed Consolidated Statement of Operations (Unaudited)  Three Months Ended June 30,

     2000 and 1999 and Six Months Ended June 30, 2000 and 1999 |  | 3          
|
|Condensed Consolidated Balance Sheet (Unaudited) - June 30, 2000 and December 31, 1999                                                                   |  | 4          
|Condensed Consolidated Statement of Cash Flows (Unaudited)  Six Months Ended June 30,

     2000 and 1999                                               |  | 5          
|                                                                                                                                                         |  |            
|Notes to Condensed Consolidated Financial Statements                                                                                                     |  | 6 -11      
|                                                                                                                                                         | 
|
|Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                    |  | 12-21      
|                                                                                                                                                         | 
|
|Quantitative and Qualitative Disclosures About Market Risk                                                                                               |  | 21         
|                                                                                                                                                         | 
|
|                                                                                                                                                         | 
|
|Exhibits and Reports on Form 8-K                                                                                                                         |  | 22         




Part I. Item 1. FINANCIAL INFORMATION


OGLEBAY NORTON COMPANY AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


(In thousands, except per share amounts)





|                                             |  | Three Months Ended

June 30 |   | Six Months Ended

June 30
|-------------------------------------------- |  | --------------------------- | - | -------------------------
|
|
|NET SALES AND OPERATING REVENUES             |  | $98,532                     |   |                          
|                                             | 
|
|COSTS AND EXPENSES                           |  |                             |   |                          
|Cost of goods sold and operating expenses    |  | 63,918                      |   |                          
|Depreciation, depletion and amortization     |  | 8,882                       |   |                          
|General, administrative and selling expenses |  | 7,697                       |   |                          
|                                             |  |                             |   |                          
|                                             |  | 80,497                      |   |                          
|                                             |  |                             |   |                          
|OPERATING INCOME                             |  | 18,035                      |   |                          
|                                             |  |                             |   |                          
|Gain (loss) on disposition of assets         |  | 29                          |   |                          
|Interest expense                             |  | (8,222                      | ) |                          
|Other (expense) income  net                 |  | ( 202                       | ) |                          
|                                             |  |                             |   |                          
|INCOME BEFORE INCOME TAXES                   |  | 9,640                       |   |                          
|Income taxes                                 |  | 3,148                       |   |                          
|                                             |  |                             |   |                          
|NET INCOME                                   |  | $  6,492                    |   |                          
|                                             |  |                             |   |                          
|NET INCOME PER SHARE  BASIC                 |  | $    1.30                   |   |                          
|                                             |  |                             |   |                          
|NET INCOME PER SHARE  ASSUMING DILUTION     |  | $    1.30                   |   |                          
|                                             |  |                             |   |                          
|DIVIDENDS PER SHARE OF COMMON STOCK          |  | $    0.20                   |   |                          
|                                             |  |                             |   |                          




See notes to condensed consolidated financial statements.


OGLEBAY NORTON COMPANY AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEET


(In thousands, except per share amounts)





|                                                                                           |  | (UNAUDITED) |   | 
|------------------------------------------------------------------------------------------ |  | ----------- | - | 
|
|ASSETS                                                                                     |  |             |   | 
|CURRENT ASSETS                                                                             |  |             |   | 
|Cash and cash equivalents                                                                  |  | $      -0-  |   | 
|Accounts receivable, less reserve for doubtful accounts (2000-$1,381; 1999-$1,200)         |  | 61,972      |   | 
|Income tax receivable                                                                      |  | 1,197       |   | 
|Inventories                                                                                |  | 37,064      |   | 
|Deferred income taxes                                                                      |  | 2,385       |   | 
|Prepaid insurance and other expenses                                                       |  | 13,138      |   | 
|                                                                                           |  |             |   | 
|TOTAL CURRENT ASSETS                                                                       |  | 115,756     |   | 
|                                                                                           |  |             |   | 
|PROPERTY AND EQUIPMENT                                                                     |  | 687,752     |   | 
|Less allowances for depreciation, depletion and amortization                               |  | 247,563     |   | 
|                                                                                           |  |             |   | 
|                                                                                           |  | 440,189     |   | 
|                                                                                           |  |             |   | 
|GOODWILL (net of accumulated amortization of $6,873 in 2000 and $3,711in 1999)             |  | 65,518      |   | 
|PREPAID PENSION COSTS                                                                      |  | 36,845      |   | 
|OTHER ASSETS                                                                               |  | 18,672      |   | 
|                                                                                           |  |             |   | 
|TOTAL ASSETS                                                                               |  | $676,980    |   | 
|                                                                                           |  |             |   | 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                       |  |             |   | 
|                                                                                           |  | (UNAUDITED)
|
|CURRENT LIABILITIES                                                                        |  |             |   | 
|Current portion of long-term debt                                                          |  | $    4,395  |   | 
|Accounts payable                                                                           |  | 17,174      |   | 
|Payrolls and other accrued compensation                                                    |  | 8,371       |   | 
|Accrued expenses                                                                           |  | 10,902      |   | 
|Accrued interest expense                                                                   |  | 9,425       |   | 
|Income taxes payable                                                                       |  | 3,768       |   | 
|                                                                                           |  |             |   | 
|TOTAL CURRENT LIABILITIES                                                                  |  | 54,035      |   | 
|                                                                                           |  |             |   | 
|LONG-TERM DEBT, less current portion                                                       |  | 381,895     |   | 
|POSTRETIREMENT BENEFITS OBLIGATIONS                                                        |  | 38,301      |   | 
|OTHER LONG-TERM LIABILITIES                                                                |  | 19,641      |   | 
|DEFERRED INCOME TAXES                                                                      |  | 39,587      |   | 
|STOCKHOLDERS EQUITY                                                                       |  |             |   | 
|Common stock, par value $1 per share, authorized 10,000 shares; issued 7,253

     shares; |  | 7,253       |   | 
|Additional capital                                                                         |  | 9,432       |   | 
|Retained earnings                                                                          |  | 158,314     |   | 
|Accumulated other comprehensive expense                                                    |  | ( 107       | ) | 
|                                                                                           |  |             |   | 
|                                                                                           |  | 174,892     |   | 
|Treasury stock, at cost  2,287 and 2,434 shares at respective dates                       |  | (31,371     | ) | 
|                                                                                           |  | 143,521     |   | 
|                                                                                           |  |             |   | 
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                 |  | $676,980    |   | 
|                                                                                           |  |             |   | 




See notes to condensed consolidated financial statements.





OGLEBAY NORTON COMPANY AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


(In thousands)





|                                                                               |  | Six Months Ended

June 30
|------------------------------------------------------------------------------ |  | -------------------------
|
|
|OPERATING ACTIVITIES                                                           |  |                          
|Net income                                                                     |  | $    3,682               
|Adjustments to reconcile net income to net cash used for operating activities: |  |                          
|Depreciation, depletion and amortization                                       |  | 14,243                   
|Deferred income taxes                                                          |  | 1,783                    
|(Gain) loss on disposition of assets                                           |  | (173                     
|Increase in prepaid pension costs                                              |  | (1,950                   
|Deferred vessel maintenance costs                                              |  | (5,539                   
|Increase in accounts receivable                                                |  | (10,518                  
|Increase in inventories                                                        |  | (777                     
|Increase in accounts payable                                                   |  | 2,214                    
|Decrease in payrolls and other accrued compensation                            |  | (4,709                   
|Increase (decrease) in accrued expenses                                        |  | 731                      
|Increase in accrued interest                                                   |  | 3,507                    
|(Decrease) increase in income taxes payable                                    |  | (6                       
|Other operating activities                                                     |  | (2,752                   
|                                                                               |  |                          
|NET CASH USED FOR
OPERATING ACTIVITIES                                         |  | (264                     
|                                                                               | 
|
|INVESTING ACTIVITIES                                                           |  |                          
|Capital expenditures                                                           |  | (16,887                  
|Acquisition of businesses                                                      |  | ( 62,434                 
|Proceeds from the disposition of assets                                        |  | 192                      
|                                                                               |  |                          
|NET CASH USED FOR
INVESTING ACTIVITIES                                         |  | (79,129                  
|                                                                               | 
|
|FINANCING ACTIVITIES                                                           |  |                          
|Repayments on long-term debt                                                   |  | (283,324                 
|Additional long-term debt                                                      |  | 365,973                  
|Financing costs                                                                |  | (1,141                   
|Payments of dividends                                                          |  | (1,986                   
|Purchases of treasury stock                                                    |  | (134                     
|                                                                               |  |                          
|NET CASH PROVIDED
BY FINANCING ACTIVITIES                                      |  | 79,388                   
|                                                                               |  |                          
|Effect of exchange rate changes on cash and cash equivalents                   |  | 5                        
|                                                                               |  |                          
|Decrease in cash and cash equivalents                                          |  | -0-                      
|                                                                               |  |                          
|CASH AND CASH EQUIVALENTS, JANUARY 1                                           |  | -0-                      
|                                                                               |  |                          
|CASH AND CASH EQUIVALENTS, JUNE 30                                             |  | $      -0-               
|                                                                               |  |                          




See notes to condensed consolidated financial statements.


OGLEBAY NORTON COMPANY AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





|1. | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all information and notes to the condensed consolidated financial statements necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Management of
the Company, however, believes that all adjustments considered necessary for a fair presentation of the results of operations for such periods have been made. Additionally, certain amounts in the prior year have been reclassified to conform with the 2000
condensed consolidated financial statement presentation. For further information, refer to the consolidated financial statements and notes thereto included in the Companys 1999 Annual Report on Form 10-K.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | The condensed consolidated balance sheet at December 31, 1999 has been derived from the audited financial statements at that date, but does not include all the
information and footnotes required by generally accepted accounting principles for complete financial statements.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|2. | Operating results are not necessarily indicative of the results to be expected for the year, due to the seasonal nature of certain aspects of the Companys
business. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Companys condensed consolidated financial
statements. Actual results could differ from those estimates and assumptions.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. | In the second quarter of 2000, the Company acquired all of the partnership interests in Michigan Limestone Operations Limited Partnership (Michigan
Limestone) for: $53,000,000 in cash; $8,247,000 in assumed debt; and contingent payments subject to achieving certain operating performance parameters over the next decade. Of the assumed debt, $6,314,000 was refinanced at closing. The business has
two facilities in Michigan that supply high calcium and dolomitic limestone to a wide variety of users including the construction, energy and steel industries. Both facilities have access to the Great Lakes and ship essentially all their output by vessel.
The assets and results of operations of Michigan Limestone are included within the Companys Lime and Limestone segment.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | In conjunction with the Michigan Limestone acquisition, the Company entered into a new three-year $118,000,000 Term Loan with its banking group and extended its
existing $232,000,000 Senior Credit Facility by two years. Both facilities expire on April 3, 2003 and do not require any amortization of principal. The pricing features and covenants of the new Term Loan are the same as the existing Senior Credit
Facility. Both credit facilities are senior to the Companys $100,000,000 Senior Subordinated Notes issued in 1999.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | In the first quarter of 1999, the Companys Lime and Limestone segment acquired the assets of the W.S. Frey Company (Global Stone Winchester) for
$12,008,000 in cash and shares of the Companys common stock, issued from treasury, having a guaranteed value of $1,500,000. Consideration for the acquisition also included non-competition and royalty payments of $3,500,000 of which $510,000 was paid
at the date of acquisition. Global Stone Winchester operates a high purity limestone quarry and lime works and is located near two other of the Companys operations. In the fourth quarter of 1999, the Company acquired the assets of Franklin
Industries Mica business (renamed Oglebay Norton Specialty Minerals, Inc. (Specialty Minerals)) for $31,600,000 in cash. The business has two operations in the United States (North Carolina and New Mexico) and consists of mining
reserves, production facilities, equipment and other assets used in the mining, processing, and distribution of mica.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | All acquisitions were accounted for under the purchase method. The results of operations for these acquired businesses are included in the consolidated financial
statements from the respective dates of acquisition. The purchase prices have been or will be allocated based on estimated fair values at the dates of acquisition. Assuming the above acquisitions had taken place at the beginning of 1999, proforma results
for 2000 and 1999 would not differ materially from the Companys actual results.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | In the third quarter of 1999, the Company sold in separate transactions the stock of its (i) Global Stone Detroit Lime Company (Detroit Lime) and (ii)
Global Stone Ingersoll Ltd. (Ingersoll) subsidiaries. The sale of Detroit Lime was completed in August 1999 with net proceeds of $15,250,000. The sale of Ingersoll was completed in September 1999 with net proceeds of $45,700,000. The combined
net proceeds of $60,950,000 were used to reduce amounts outstanding on the Companys Senior Credit Facility. The sales of Detroit Lime and Ingersoll were agreed to in principle within one year of their respective acquisition dates thus allowing the
Company to record the transaction as an adjustment to the purchase price of Global Stone and reduce goodwill by $23,300,000 for the difference between the sale proceeds and the net book values of Detroit Lime and Ingersoll.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | In the third quarter of 1999, the Company sold a dock located in Detroit, Michigan for $1,985,000 in cash. The sale resulted in a pretax gain of $1,642,000 (net gain
of $1,067,000 or $0.22 per share, assuming dilution). In the fourth quarter of 1999, the Company sold an inactive coal property for $1,520,000 in cash. The sale resulted in a pretax and net gain of $1,836,000 (or $0.37 per share, assuming dilution).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. | The following table sets forth the reconciliation of the Companys net income to its comprehensive income (in thousands):
|-- | -------------------------------------------------------------------------------------------------------------------------




|                                         |  | Three Months Ended

June 30 |   | Six Months Ended

June 30
|---------------------------------------- |  | --------------------------- | - | -------------------------
|
|Net income                               |  | $6,492                      |   |                          
|Other comprehensive income:              |  |                             |  
|Foreign currency translation adjustments |  | (5                          | ) |                          
|                                         |  |                             |   |                          
|Comprehensive income                     |  | $6,487                      |   |                          
|                                         |  |                             |   |                          




| | The calculation of net income per share follows (in thousands, except per share amounts):
| | -----------------------------------------------------------------------------------------




|                                     |  | Three Months Ended

June 30 |  | Six Months Ended

June 30
|------------------------------------ |  | --------------------------- |  | -------------------------
|
|Net income per share-basic:          |  |                            
|Net income                           |  | $6,492                      |  | $5,877                   
|                                     |  |                             |  |                          
|Average number of shares outstanding |  | 4,977                       |  | 4,846                    
|                                     |  |                             |  |                          
|Net income per share-basic           |  | $  1.30                     |  | $  1.21                  
|                                     |  |                             |  |                          




|                                              |  | Three Months Ended

March 31 |  | Six Months Ended

June 30
|--------------------------------------------- |  | ---------------------------- |  | -------------------------
|
|Net income per share-assuming dilution:       |  |                             
|Net income                                    |  | $6,492                       |  | $5,877                   
|                                              |  |                              |  |                          
|Average number of shares outstanding          |  | 4,977                        |  | 4,846                    
|Dilutive effect of stock plans                |  | 33                           |  | 14                       
|                                              |  |                              |  |                          
|Adjusted average number of shares outstanding |  | 5,010                        |  | 4,860                    
|                                              |  |                              |  |                          
|Net income per share- assuming dilution       |  | $  1.30                      |  | $  1.21                  
|                                              |  |                              |  |                          




| | The Company supplies essential natural resources to industrial and commercial customers. Through its three operating segments  Lime and Limestone, Industrial Sands and
Marine Services  the Company serves customers, through a direct sales force, in a wide range of industries, including building materials, energy, environmental and industrial.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | The following table sets forth the operating segment information as of and for the three months ended June 30, 2000 and 1999 (in thousands):
| | --------------------------------------------------------------------------------------------------------------------------------------------




|                                                 |  | Lime and

Limestone |   | Industrial

Sands |   | Marine

Services |            | Total

Segments |           | Corporate

and Other |  | Consolidated
|------------------------------------------------ |  | ------------------- | - | ----------------- | - | ---------------- | ---------- | --------------- | --------- | -------------------- |  | ------------
|2000                                             |  |                    
|Identifiable assets                              |  | $377,114            |   | $63,505           |   |                  | $145,568   |                 | $586,187  |                      |  | $90,793     
|Depreciation, depletion and amortization expense |  | 5,058               |   | 1,290             |   |                  | 2,262      |                 | 8,610     |                      |  | 272         
|Capital expenditures                             |  | 4,430               |   | 1,558             |   |                  | 2,438      |                 | 8,426     |                      |  | 292         
|                                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  |             
|Net sales and operating revenues                 |  | $  49,200           |   | $16,183           |   |                  | $  29,081  |                 | $  94,464 |                      |  | $  4,068    
|Intersegment sales                               |  |                     |   |                   |   |                  | 1,610      |                 | 1,610     |                      |  | (1,610)     
|                                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  |             
|Total net sales and operating revenues           |  | $  49,200           |   | $16,183           |   |                  | $  30,691  |                 | $  96,074 |                      |  | $  2,458    
|                                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  |             
|Operating income (loss)                          |  | $  10,661           |   | $  3,902          |   |                  | $    3,871 |                 | $  18,434 |                      |  | $    (399   
|(Loss) gain on disposition of assets             |  | (4                  | ) | 14                |   |                  |            |                 | 10        |                      |  | 19          
|Interest expense                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  | (8,222      
|Other expense  net                              |  |                     |   |                   |   |                  |            |                 |           |                      |  | (202        
|                                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  |             
|Income (loss) before income taxes                |  | $  10,657           |   | $  3,916          |   |                  | $    3,871 |                 | $  18,444 |                      |  | $(8,804     
|                                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  |             
|                                                
|1999                                             |  |                    
|Identifiable assets                              |  | $339,920            |   | $56,082           |   |                  | $146,203   |                 | $542,205  |                      |  | $53,762     
|Depreciation, depletion and amortization expense |  | 4,648               |   | 1,156             |   |                  | 2,223      |                 | 8,027     |                      |  | 42          
|Capital expenditures                             |  | 6,045               |   | 948               |   |                  | 2,357      |                 | 9,350     |                      |  | 79          
|                                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  |             
|Net sales and operating revenues                 |  | $  43,998           |   | $12,789           |   |                  | $  29,870  |                 | $  86,657 |                      |  |             
|                                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  |             
|Operating income (loss)                          |  | $    7,549          |   | $  2,523          |   |                  | $    7,126 |                 | $  17,198 |                      |  | $    (904   
|Loss on disposition of assets                    |  |                     |   | (1                | ) |                  |            |                 | (1        | )                    |  |             
|Interest expense                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  | (7,982      
|Other expense  net                              |  |                     |   |                   |   |                  |            |                 |           |                      |  | (87         
|                                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  |             
|Income (loss) before income taxes                |  | $    7,549          |   | $  2,522          |   |                  | $    7,126 |                 | $  17,197 |                      |  | $(8,973     
|                                                 |  |                     |   |                   |   |                  |            |                 |           |                      |  |             




| | The following table sets forth the operating segment information as of and for the six months ended June 30, 2000 and 1999 (in
thousands):
| | ------------------------------------------------------------------------------------------------------------------------------------------




|                                                 |  | Lime and

Limestone |   | Industrial

Sands |          | Marine

Services |            | Total

Segments |           | Corporate

and Other |            | Consolidated
|------------------------------------------------ |  | ------------------- | - | ----------------- | -------- | ---------------- | ---------- | --------------- | --------- | -------------------- | ---------- | ------------
|2000                                             |  |                     |  
|Identifiable assets                              |  | $377,114            |   |                   | $63,505  |                  | $145,568   |                 | $586,187  |                      | $  90,793  |             
|Depreciation, depletion and amortization expense |  | 8,528               |   |                   | 2,535    |                  | 2,292      |                 | 13,355    |                      | 888        |             
|Capital expenditures                             |  | 9,303               |   |                   | 2,927    |                  | 4,245      |                 | 16,475    |                      | 412        |             
|                                                 |  |                     |   |                   |          |                  |            |                 |           |                      |            |             
|Net sales and operating revenues                 |  | $  78,499           |   |                   | $28,802  |                  | $  31,559  |                 | $138,860  |                      | $    7,973 |             
|Intersegment sales                               |  |                     |   |                   |          |                  | 1,610      |                 | 1,610     |                      | (1,610     | )           
|                                                 |  |                     |   |                   |          |                  |            |                 |           |                      |            |             
|Total net sales and operating revenues           |  | $  78,499           |   |                   | $28,802  |                  | $  33,169  |                 | $140,470  |                      | $    6,363 |             
|                                                 |  |                     |   |                   |          |                  |            |                 |           |                      |            |             
|Operating income (loss)                          |  | $  13,562           |   |                   | $  5,457 |                  | $    3,660 |                 | $  22,679 |                      | $  (2,077  | )           
|(Loss) gain on disposition of assets             |  | (4                  | ) |                   | 13       |                  |            |                 | 9         |                      | 164        |             
|Interest expense                                 |  |                     |   |                   |          |                  |            |                 |           |                      | (15,131    | )           
|Other expense  net                              |  |                     |   |                   |          |                  |            |                 |           |                      | (228       | )           
|                                                 |  |                     |   |                   |          |                  |            |                 |           |                      |            |             
|Income (loss) before income taxes                |  | $  13,558           |   |                   | $  5,470 |                  | $    3,660 |                 | $ 22,688  |                      | $(17,272   | )           
|                                                 |  |                     |   |                   |          |                  |            |                 |           |                      |            |             
|                                                
|1999                                             |  |                     |  
|Identifiable assets                              |  | $339,920            |   |                   | $56,082  |                  | $146,203   |                 | $542,205  |                      | $  53,762  |             
|Depreciation, depletion and amortization expense |  | 8,353               |   |                   | 2,310    |                  | 2,244      |                 | 12,907    |                      | 78         |             
|Capital expenditures                             |  | 10,810              |   |                   | 1,732    |                  | 3,855      |                 | 16,397    |                      | 158        |             
|                                                 |  |                     |   |                   |          |                  |            |                 |           |                      |            |             
|Net sales and operating revenues                 |  | $  76,038           |   |                   | $23,260  |                  | $  32,447  |                 | $131,745  |                      |            |             
|                                                 |  |                     |   |                   |          |                  |            |                 |           |                      |            |             
|Operating income (loss)                          |  | $  10,349           |   |                   | $  3,903 |                  | $    7,150 |                 | $  21,402 |                      | $  (2,161  | )           
|Gain (loss) on disposition of assets             |  |                     |   |                   | 22       |                  |            |                 | 22        |                      | (25        | )           
|Interest expense                                 |  |                     |   |                   |          |                  |            |                 |           |                      | (15,321    | )           
|Other income  net                               |  |                     |   |                   |          |                  |            |                 |           |                      | 87         |             
|                                                 |  |                     |   |                   |          |                  |            |                 |           |                      |            |             
|Income (loss) before income taxes                |  | $  10,349           |   |                   | $  3,925 |                  | $    7,150 |                 | $  21,424 |                      | $(17,420   | )           
|                                                 |  |                     |   |                   |          |                  |            |                 |           |                      |            |             




ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS











FINANCIAL CONDITION














The above acquisitions were accounted for as business combinations applying the purchase method of accounting. Assuming the above acquisitions had taken
place at the beginning of 1999, proforma results for 2000 and 1999 would not differ materially from the Companys actual results. The purchase price allocations for Specialty Minerals were finalized in the second quarter of 2000 and the purchase
price allocations for Michigan Limestone will be finalized in 2000 after the asset and liability valuations are completed.

During 1999, the Company sold in separate transactions the stock of its (i) Global Stone Detroit Lime Company (Detroit Lime) and (ii) Global Stone
Ingersoll Ltd. (Ingersoll) subsidiaries to affiliates of Carfin S. A., a Belgian corporation and member of the Carmeuse Group. The sale of Detroit Lime netted proceeds of $15,250,000 in August 1999, while net proceeds of $45,700,000 were
received on the sale of Ingersoll in September 1999. The combined net proceeds of $60,950,000 were used to reduce amounts outstanding on the Companys Senior Credit Facility. The sales of Detroit Lime and Ingersoll were agreed to in principle within
one year of their respective acquisition dates thus allowing the Company to record the transaction as an adjustment to the purchase price of Global Stone and reduce goodwill by $23,300,000 for the difference between the sale proceeds and the net book
values of Detroit Lime and Ingersoll.



Capital expenditures totaled $16,887,000 in the first six months of 2000 compared with $16,555,000 for the same period in 1999. Expenditures in the first six
months of 2000 and 1999 included Marine Services vessel inspection costs of $2,032,000 and $577,000, respectively. Inspections were required on three vessels in 2000, compared with one in 1999. This was partially offset elsewhere in Marine Services, which
in 1999 had capital expenditures for the automation of one vessel. Capital expenditures for the Company for 2000 are expected to approximate $30,000,000.

In the first six months of 2000 the Companys additional borrowings exceeded debt repayments by $82,649,000 compared with the first six months of 1999
in which additional borrowings exceeded debt repayments by $36,818,000. Additional borrowings in the first six months of 2000 included the financing of the Michigan Limestone acquisition, while 1999 included additional debt used to fund the Global Stone
Winchester acquisition. Additional borrowings exceeded debt repayments in both years because of working capital requirements resulting from the seasonality of Marine Services segment and certain Lime and Limestone operations. The interest rate on the
Senior Credit Facility, which approximated 8.8% on June 30, 2000, is based on LIBOR interest rates, plus an applicable margin.













RESULTS OF OPERATIONS





SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO


SIX MONTHS ENDED JUNE 30, 1999








Net Sales and Operating Revenues

Lime and Limestone:    Net sales for the Companys Lime and Limestone segment
totaled $78,499,000 for the six months ended June 30, 2000, compared with $76,038,000 in the same period of 1999, an increase of $2,461,000 or 3%. The major increase in revenues was from the Michigan Limestone acquisition. In addition, the Global Stone
Winchester acquisition and increases in sales in decorative stone and industrial fillers at the Buchanan, Virginia operation more than offset the 1999 combined sales that were lost on the disposition of Detroit Lime and Ingersoll.





Industrial Sands:    Net sales for the Companys Industrial Sands segment totaled $28,802,000
for the six months ended June 30, 2000, an increase of 24% from $23,260,000 for the same period of 1999. The increased drilling activity related to the surge in oil prices by the Brady, Texas operation; a change in the product and pricing mix resulting
from the addition of a mill that produces a finer grade of sand at the Orange County, California operation; and the continued strong demand in the segments Orange County, California operations resulting from the strong construction market in the
southwestern United States.





Marine Services:    Operating revenues for the Companys Marine Services segment increased by
$722,000 or 2%, to $33,169,000 for the first half of 2000 from $32,447,000 for the first six months of 1999. This small increase was primarily the result of customer fuel surcharges included in vessel revenues.





Corporate and Other:Net sales and operating revenues of $6,363,000 include the operations of
Specialty Minerals, acquired in December 1999, and the elimination of Marine Services intersegment sales.





Cost of Goods Sold and Operating Expenses





Lime and Limestone:    Cost of goods sold for the Lime and Limestone segment totaled $50,521,000
during the six months ended June 30, 2000, compared with $51,616,000 in the six months ended June 30, 1999, a decrease of 2%. Cost of goods sold as a percentage of net sales were 64% in the first half of 2000 compared with 68% in 1999. The $1,095,000
decrease in cost of goods sold and the improvement in the ratio of cost of goods sold as a percentage of net sales are the result of significantly better margins on the acquired Michigan Limestone business compared with the margins on the disposed Detroit
Lime and Ingersoll operations.





Industrial Sands:    Cost of goods sold for the Industrial Sands segment increased $2,842,000, or
19%, to $17,469,000 in the first six months of 2000 from $14,627,000 for the same period in 1999. Cost of goods sold as a percentage of net sales were 61% for the first six months of 2000 compared with 63% in that period of 1999. The improvement in cost
of goods sold as a percentage of net sales is the result of a 33% increase in tons shipped by the Brady, Texas operation because of the increase in demand for oil field sands. The increase in total cost of sales dollars is the direct result of the demand
increases at the Brady, Texas and Orange County, California operations.





Marine Services:    Operating expenses for the Marine Services segment totaled $25,163,000 for
the six months ended June 30, 2000, compared with $21,347,000 for the same period in 1999, an increase of $3,816,000, or 18%. Operating expenses as a percentage of operating revenues were 76% in the first six months of 2000 and 66% in the first half of
1999. The increase in operating expenses and the increase in operating expenses as a percentage of operating revenues resulted from the absorption of higher vessel fuel costs not recovered through contractual pass-throughs and the inefficiency resulting
from lower water levels on the Great Lakes. The lower water levels reduce the tonnage capacity of each vessel, requiring more trips to carry tonnage comparable to the prior year.





Corporate and Other:Included in this category is $3,477,000 in cost of goods sold and
operating expenses for the first six months of 2000. This category represents cost of goods sold from the Specialty Minerals operation and the elimination of operating expenses related to intersegment sales. Cost of goods sold as a percentage of net sales
were 64% for Specialty Minerals in the first half of 2000.





Depreciation, Depletion and Amortization Depreciation, depletion and amortization expense increased 10% to $14,243,000 for the first six months of 2000 compared with $12,985,000 for the same period of 1999. The increase in
depreciation is primarily attributable to the added depreciation from the Global Stone Winchester, Specialty Minerals and the Michigan Limestone acquisitions. This increase is tempered only slightly by the net reduction in depreciation in Lime and
Limestone resulting from the dispositions of Detroit Lime and Ingersoll.


General, Administrative and Selling Expenses







Total general, administrative and selling expenses were $15,358,000 for the first half of 2000, compared with $11,929,000
for 1999, an increase of $3,429,000 or 29%. The percentage of general, administrative and selling expenses to total net sales and operating revenues increased to 10% in the first six months of 2000 compared with 9% in the first six months of 1999. General
and administrative expenses were higher because of the initial start up of Specialty Minerals, hiring at Industrial Sands to handle growth in this business segment, and non-recurring charges at the corporate office.


Operating Income





Lime and Limestone:    The Lime and Limestone segment contributed $13,562,000 to operating income
for the six months ended June 30, 2000, compared with $10,349,000 in the same period of 1999. The 31% increase in operating income in the first half of 2000 is the result of the Michigan Limestone acquisition, which more than offset the net reduction in
operating income caused from the third quarter 1999 dispositions of Detroit Lime and Ingersoll.





Industrial Sands:Operating income for the Industrial Sands segment was $5,457,000 for the first
half of 2000 compared with $3,903,000 for the same period of 1999. The increase of $1,554,000 or 40% in operating income was principally the result of increased demand for frac sands, used in oil field drilling, from the Brady, Texas operation plus the
continued strong performance at the Orange County, California operations resulting from the strong construction market in the southwestern United States. This was slightly offset by the increased general, administrative and selling expenses, the result of
personnel additions in response to the growth within the business segment.





Marine Services:    The Companys Marine Services segment had operating income of $3,660,000
for the first six months of 2000 compared with $7,150,000 for the same period of 1999. The 49% decrease in operating income is the result of higher fuel costs, lower water levels on the Great Lakes and increased labor costs.





Corporate and Other:    Certain cost of goods sold and general and administrative expenses are not
allocated to the business segments. Moreover, the results of Specialty Minerals are also included in this category. Accordingly, Corporate and Other recognized an operating loss of $2,077,000 in the first six months of 2000, which was $84,000 or 4% less
than the $2,161,000 operating loss for the six months ended June 30, 1999. The decrease in operating loss was primarily the result of the operating income of Specialty Minerals more than offsetting the increase of non-recurring general and administrative
expenses.





Other





Interest expense decreased 1% to $15,131,000 in the first six months of 2000 compared with $15,321,000 for the same period of
1999. The decrease in interest expense is principally the result of lower debt levels at the beginning of 2000 from net cash flow from operations and from proceeds received on the dispositions of Ingersoll and Detroit Lime. The April 2000 acquisition of
Michigan Limestone, the December 1999 acquisition of Specialty Minerals and the March 1999 Global Stone Winchester acquisition partially offset the reduction in debt, with June 30, 2000 debt levels higher year-to-year than June 30, 1999. Also, the Company
has been able to partially offset the increase in interest rates on its Senior Credit Facility through the benefit of favorable fixed rate interest swaps and the reduction in the premium over the Libor base rate charged to the Company.






THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO

THREE MONTHS ENDED JUNE 30, 1999

The Companys net sales and operating revenues of $98,532,000 in the second quarter of 2000 were 14% greater than net sales and operating revenues of
$86,657,000 for the same quarter in 1999. Operating income for the second quarter of 2000 was $18,035,000 or 11% more than the $16,294,000 for the same period in 1999. The Company reported net income of $6,492,000 ($1.30 per share, assuming dilution) for
the three months ended June 30, 2000, compared with a net income of $5,877,000 ($1.21 per share, assuming dilution) for the same period in 1999. The increase in net sales and operating revenues is attributable to the April 2000 acquisition of Michigan
Limestone, the December 1999 acquisition of Specialty Minerals, and growth in existing industrial minerals operations offset by the 1999 dispositions of Detroit Lime and Ingersoll. The increase in operating income and net income is primarily attributed to
the Michigan Limestone acquisition, and the improved performance of the Industrial Sands segment partially offset by lower operating income in the Marine Services business.







Net Sales and Operating Revenues














Cost of Goods Sold and Operating Expenses





Lime and Limestone:    Cost of goods sold for the Lime and Limestone segment totaled $30,123,000
during the three months ended June 30, 2000, compared with $29,122,000 in the three months ended June 30, 1999, an increase of 3%. Cost of goods sold as a percentage of net sales were 61% in the second quarter of 2000 compared with 66% in the same period
of 1999. The improvement in the ratio of cost of goods sold as a percentage of net sales is the result of significantly better margins on the acquired Michigan Limestone business compared with the margins on the disposed Detroit Lime and Ingersoll
operations. The $1,001,000 increase in cost of goods sold dollars is the result of the acquisition of Michigan Limestone being a larger entity than the disposed Detroit Lime and Ingersoll operations.





Industrial Sands:    Cost of goods sold for the Industrial Sands segment increased $1,440,000, or
18%, to $9,235,000 in the second quarter of 2000 from $7,795,000 for the same period in 1999. Cost of goods sold as a percentage of net sales were 57% for the second quarter of 2000 and 61% for that quarter in 1999. The improvement in the percentage of
cost of goods sold to sales dollars is the result of better margins at the oil field sand locations, including the Brady, Texas operation. The increase in total cost of sales dollars is the direct result of the demand increases at the Brady, Texas and
Orange County, California operations.





Marine Services:    Operating expenses for the Marine Services segment totaled $23,616,000 for the
three months ended June 30, 2000, compared with $19,702,000 for the same period in 1999, an increase of $3,914,000, or 20%. Operating expenses as a percentage of operating revenues were 77% in the second quarter of 2000 and 66% in the same quarter of
1999. The increase in operating expenses and the increase in operating expenses as a percentage of operating revenues resulted from the absorption of higher vessel fuel costs not recovered through contractual pass-throughs and the inefficiency resulting
from lower water levels on the Great Lakes.





Corporate and Other:Included in this category is $944,000 in cost of goods sold and operating
expenses for the second quarter of 2000. This category consists of cost of goods sold for the operations of Specialty Minerals and the elimination of operating expenses related to intersegment sales. Cost of goods sold as a percentage of net sales were
63% for Specialty Minerals in the second three months of 2000.





Depreciation, Depletion and Amortization





Depreciation, depletion and amortization expense increased 10% to $8,882,000 for the three months ended June 30, 2000 compared
with $8,069,000 for the same period of 1999. The increase in depreciation is primarily attributable to the added depreciation from the Michigan Limestone acquisition and the December 1999 Specialty Minerals acquisition.


General, Administrative and Selling Expenses

Total general, administrative and selling expenses were $7,697,000 for the second quarter of 2000, compared with
$5,675,000 for 1999, an increase of $2,022,000 or 36%. The percentage of general, administrative and selling expenses to total net sales and operating revenues increased to 8% in the second quarter of 2000 compared with 7% in the same quarter of 1999.
General and administrative expenses were higher as a percentage of sales because of the initial start up of Specialty Minerals, hiring at Industrial Sands to handle growth in this business segment, some non-recurring charges at the corporate office and an
increase in the Companys 2000 net cost for its benefit plans. The second quarter $2,022,000 increase in general, administrative and selling expense also increased due to the acquisition of Michigan Limestone.

Operating Income




Lime and Limestone:    The Lime and Limestone segment contributed $10,661,000 to
operating income for the three months ended June 30, 2000, compared with $7,549,000 in the same period of 1999. The 41% increase in operating income in the second quarter of 2000 is the result of the Michigan Limestone acquisition which more than offset
the net reduction in operating income caused from the third quarter 1999 dispositions of Detroit Lime and Ingersoll.





Industrial Sands:Operating income for the Industrial Sands segment was $3,902,000 for the
second quarter of 2000 compared with $2,523,000 for the same period of 1999. The increase of $1,379,000 or 55% in operating income was principally the result of increased demand for frac sands, used in oil field drilling, from the Brady, Texas operation.





Marine Services:    The Companys Marine Services segment had operating income of $3,871,000
for the second three months of 2000 compared with $7,126,000 for the same period of 1999. The 46% decrease in operating income is the result of higher fuel costs, lower water levels on the Great Lakes and increased labor costs.





Corporate and Other:    Certain cost of goods sold and general and administrative expenses are not
allocated to the business segments. Moreover, the results of Specialty Minerals are also included in this category. Accordingly, Corporate and Other recognized an operating loss of $399,000 in the second quarter of 2000, which was $505,000 or 56% less
than the $904,000 operating loss for the three months ended June 30, 1999. The improvement in operating loss was primarily the result of the operating income contribution of Specialty Minerals.







Interest expense increased 3% to $8,222,000 in the second quarter of 2000 compared with $7,982,000 for the same period of
1999. The increase in interest expense is principally the result of increased debt levels resulting from the April 2000 acquisition of Michigan Limestone and the December 1999 acquisition of Specialty Minerals more than offsetting the lower debt levels at
the beginning of the quarter from net cash flow from operations and from proceeds received on the dispositions of Ingersoll and Detroit Lime. Also, interest rates are higher than in the three months ended June 30, 2000 than the same period for 1999, but
the Company has been able to offset the increase in interest rates on its Senior Credit Facility through the benefit of favorable fixed rate interest rate swaps and the reduction of the premium over the Libor base rate charged to the Company.





ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Information regarding the Companys financial instruments that are sensitive to changes in interest rates was disclosed
in the Form 10-K filed by the Company on March 14, 2000. The information disclosed has not changed materially in the interim period since December 31, 1999.





PART II.    OTHER INFORMATION





ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K








|10.1 |  | Form of Change of Control Agreement entered into by the Registrant

in the second quarter 2000, with 9 Executive Officers including: |  | Filed herewith as Exhibit 10.1
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------
|    
|     |  | M.F.
Biehl                                                                                                                          |  |                               
|     |  | R.J.
Compiseno                                                                                                                      |  |                               
|     |  | J.S. Gra
y                                                                                                                          |  |                               
|     |  | D.H.
Kelsey                                                                                                                         |  |                               
|     |  | M.D.
Lundin                                                                                                                         |  |                               
|     |  | K.P.
Pavlich                                                                                                                        |  |                               
|     |  | D.R.
Shepherd                                                                                                                       |  |                               
|     |  | S.H.
Theis                                                                                                                          |  |                               
|     |  | R.F. Wal
k                                                                                                                          |  |                               
|    
|10.2 |  | Amendment, dated June 30, 2000, to Employment Agreement dated

December 17, 1997 between Registrant and John N. Lauer                |  | Filed herewith as Exhibit 10.2
|    
|10.3 |  | Amendment, dated June 30, 2000, to Special Supplemental

Retirement Plan dated as of December 17, 1997                               |  | Filed herewith as Exhibit 10.3




(b)  On April 27, 2000 the company filed a report on Form 8-K with respect to its acquisition of Michigan Limestone Operations Limited Partnership.





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 thereunto duly authorized.





| | OGLEBAY
NORTON
COMPANY
| | ----------------------




DATE: August 10, 2000


| | 
| | 

| | By:      /s/  David H. Kelsey
| | -----------------------------

| | David H. Kelsey
| | ---------------

| | Vice President and
| | ------------------

| | Chief Financial Officer
| | -----------------------

| | On behalf of the Registrant
| | ---------------------------




| | 
| | 

| | By:      /s/  Michael F. Biehl
| | ------------------------------

| | Michael F. Biehl
| | ----------------

| | Vice President- Finance
| | -----------------------

| | And Treasurer
| | -------------

| | On behalf of the Registrant
| | ---------------------------

| | as Principal Accounting
| | -----------------------

| | Officer
| | -------