SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, 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 September 30, 2000Commission File number 000-25651





OGLEBAY NORTON COMPANY





(Exact name of registrant as specified in its charter)





|                                                               
|---------------------------------------------------------------
|(State or other jurisdiction of incorporation or

organization)




|1100 Superior Avenue                     | Cleveland, Ohio | 44114-2598
|---------------------------------------- | --------------- | ----------
|                                        
|(Address of principal executive offices) |                 |           




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.





Yes x No  ̈





|Shares of Common Stock outstanding at October 31, 2000: |  | 4,967,855
|------------------------------------------------------- |  | ---------
|                                                        |  |          




OGLEBAY NORTON COMPANY AND SUBSIDIARIES


INDEX





|                           | PART I. FINANCIAL INFORMATION                                                                                                                                   |    | Page Number
|-------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | -----------
|                           |                                                                                                                                                                
|
|Item 1                     |                                                                                                                                                                 |   
|                           | Condensed Consolidated Statement of Operations (Unaudited) -

Three Months Ended September 30, 2000 and 1999 and

Nine Months Ended September 30, 2000 and 1999 |    | 3          
|                           |                                                                                                                                                                
|
|                           | Condensed Consolidated Balance Sheet (Unaudited) -

September 30, 2000 and December 31, 1999                                                                    |    | 4          
|                           |                                                                                                                                                                
|
|                           | Condensed Consolidated Statement of Cash Flows (Unaudited) -

Nine Months Ended September 30, 2000 and 1999                                                     |    | 5          
|                           |                                                                                                                                                                
|
|                           | Notes to Condensed Consolidated Financial Statements                                                                                                            |    | 6 -11      
|                           |                                                                                                                                                                
|
|Item 2                     |                                                                                                                                                                 |   
|                           | Managements Discussion and Analysis of

Financial Condition and Results of Operations                                                                          |    | 12-21      
|                           |                                                                                                                                                                
|
|Item 3                     |                                                                                                                                                                 |   
|                           | Quantitative and Qualitative Disclosures

About Market Risk                                                                                                     |    | 21-22      
|                           |                                                                                                                                                                
|
|PART II. OTHER INFORMATION |                                                                                                                                                                 |   
|                           |                                                                                                                                                                
|
|Item 1                     |                                                                                                                                                                 |   
|                           | Legal Proceedings                                                                                                                                               |    | 23         
|                           |                                                                                                                                                                
|
|Item 2                     |                                                                                                                                                                 |   
|                           | Changes in Securities and Use of Proceeds                                                                                                                       |    | 23         
|                           |                                                                                                                                                                
|
|Item 3                     |                                                                                                                                                                 |   
|                           | Defaults upon Senior Securities                                                                                                                                 |    | 23         
|                           |                                                                                                                                                                
|
|Item 4                     |                                                                                                                                                                 |   
|                           | Submission of Matters to a Vote of Security Holders                                                                                                             |    | 23         
|                           |                                                                                                                                                                
|
|Item 5                     |                                                                                                                                                                 |   
|                           | Other Information                                                                                                                                               |    | 23         
|                           |                                                                                                                                                                
|
|Item 6                     |                                                                                                                                                                 |   
|                           | Exhibits and Reports on Form 8-K                                                                                                                                |    | 23         
|                           |                                                                                                                                                                
|
|SIGNATURES                 |                                                                                                                                                                 | 24
|                           |                                                                                                                                                                 |   

Part I. Item 1. FINANCIAL INFORMATION


OGLEBAY NORTON COMPANY AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


(In thousands, except per share amounts)





(UNAUDITED)





|                                             |  | Three Months

Ended

September 30 |         |   | Nine Months

Ended

September 30 |  
|-------------------------------------------- |  | --------------------------------- | ------- | - | -------------------------------- | -
|
|NET SALES AND OPERATING REVENUES             |  | $                                 | 103,288 |   |                                  | $
|                                             |  |                                   |         |   |                                  |  
|COSTS AND EXPENSES                           |  |                                   |         |   |                                  |  
|Cost of goods sold and operating expenses    |  |                                   | 66,774  |   |                                  |  
|Depreciation, depletion and amortization     |  |                                   | 9,163   |   |                                  |  
|General, administrative and selling expenses |  |                                   | 7,306   |   |                                  |  
|                                             |  |                                   |         |   |                                  |  
|                                             |  |                                   | 83,243  |   |                                  |  
|                                             |  |                                   |         |   |                                  |  
|OPERATING INCOME                             |  |                                   | 20,045  |   |                                  |  
|Gain on disposition of assets                |  |                                   | 338     |   |                                  |  
|Interest expense                             |  |                                   | (9,365  | ) |                                  |  
|Other expense  net                          |  |                                   | (56     | ) |                                  |  
|                                             |  |                                   |         |   |                                  |  
|INCOME BEFORE INCOME TAXES                   |  |                                   | 10,962  |   |                                  |  
|Income taxes                                 |  |                                   | 3,343   |   |                                  |  
|                                             |  |                                   |         |   |                                  |  
|NET INCOME                                   |  | $                                 | 7,619   |   |                                  | $
|                                             |  |                                   |         |   |                                  |  
|NET INCOME PER SHARE  BASIC                 |  | $                                 | 1.53    |   |                                  | $
|                                             |  |                                   |         |   |                                  |  
|NET INCOME PER SHARE  ASSUMING DILUTION     |  | $                                 | 1.52    |   |                                  | $
|                                             |  |                                   |         |   |                                  |  
|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)





ASSETS





|                                                                                     |  | (UNAUDITED)

September 30

2000 |         | December 31

1999
|------------------------------------------------------------------------------------ |  | ------------------------------- | ------- | -----------------
|CURRENT ASSETS                                                                       |  |                                 |         |                  
|Cash and cash equivalents                                                            |  | $                               | -0-     |                  
|Accounts receivable, less reserve for doubtful   (2000-$1,485; 1999-$1,200)          |  |                                 | 63,193  |                  
|Income tax receivable                                                                |  |                                 | 1,197   |                  
|Inventories                                                                          |  |                                 | 38,076  |                  
|Deferred income taxes                                                                |  |                                 | 2,385   |                  
|Prepaid insurance and other expenses                                                 |  |                                 | 9,569   |                  
|                                                                                     |  |                                 |         |                  
|TOTAL CURRENT ASSETS                                                                 |  |                                 | 114,420 |                  
|                                                                                     |  |                                 |         |                  
|PROPERTY AND  EQUIPMENT                                                              |  |                                 | 709,776 |                  
|Less allowances for depreciation, depletion and amortization                         |  |                                 | 255,893 |                  
|                                                                                     |  |                                 |         |                  
|                                                                                     |  |                                 | 453,883 |                  
|                                                                                     |  |                                 |         |                  
|GOODWILL (net of accumulated amortization of $7,498 in 2000

    and $3,711 in 1999) |  |                                 | 67,128  |                  
|                                                                                     |  |                                 |         |                  
|PREPAID PENSION COSTS                                                                |  |                                 | 37,813  |                  
|                                                                                     |  |                                 |         |                  
|OTHER ASSETS                                                                         |  |                                 | 18,237  |                  
|                                                                                     |  |                                 |         |                  
|TOTAL ASSETS                                                                         |  | $                               | 691,481 |                  
|                                                                                     |  |                                 |         |                  




See notes to condensed consolidated financial statements.





LIABILITIES AND STOCKHOLDERS EQUITY





|                                                                                                  |  | (UNAUDITED)

September 30

2000 |         | December 31

1999
|------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | -----------------
|CURRENT LIABILITIES                                                                               |  |                                 |         |                  
|Current portion of long-term debt                                                                 |  | $                               | 4,450   |                  
|Accounts payable                                                                                  |  |                                 | 17,236  |                  
|Payrolls and other accrued compensation                                                           |  |                                 | 8,900   |                  
|Accrued expenses                                                                                  |  |                                 | 12,225  |                  
|Accrued interest expense                                                                          |  |                                 | 6,770   |                  
|Income taxes payable                                                                              |  |                                 | 6,237   |                  
|                                                                                                  |  |                                 |         |                  
|TOTAL CURRENT LIABILITIES                                                                         |  |                                 | 55,818  |                  
|                                                                                                  |  |                                 |         |                  
|LONG-TERM DEBT, less current portion                                                              |  |                                 | 387,215 |                  
|POSTRETIREMENT BENEFITS OBLIGATIONS                                                               |  |                                 | 38,599  |                  
|OTHER LONG-TERM LIABILITIES                                                                       |  |                                 | 19,192  |                  
|DEFERRED INCOME TAXES                                                                             |  |                                 | 40,455  |                  
|                                                                                                  |  |                                 |         |                  
|STOCKHOLDERS EQUITY                                                                              |  |                                 |         |                  
|Common stock, par value $1 per share,  authorized 10,000 shares;

            issued 7,253 shares |  |                                 | 7,253   |                  
|Additional capital                                                                                |  |                                 | 9,468   |                  
|Retained earnings                                                                                 |  |                                 | 164,938 |                  
|Accumulated other comprehensive loss                                                              |  |                                 | (104    | )                
|                                                                                                  |  |                                 |         |                  
|                                                                                                  |  |                                 | 181,555 |                  
|                                                                                                  |  |                                 |         |                  
|Treasury stock, at cost  2,285 and 2,434 shares at respective dates                              |  |                                 | (31,353 | )                
|                                                                                                  |  |                                 |         |                  
|                                                                                                  |  |                                 | 150,202 |                  
|                                                                                                  |  |                                 |         |                  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                        |  | $                               | 691,481 |                  
|                                                                                                  |  |                                 |         |                  











OGLEBAY NORTON COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS(In thousands) (UNAUDITED)





|                                                                         | Nine Months Ended

September 30 |         
|------------------------------------------------------------------------ | ------------------------------- | --------
|
|
|                                                                         |                                 |         
|OPERATING ACTIVITIES                                                     |                                 |         
|Net income                                                               | $                               | 11,300  
|Adjustments to reconcile net income to                                   |                                 |         
|net cash provided by operating activities:                               |                                 |         
|Depreciation, depletion and amortization                                 |                                 | 23,407  
|Deferred income taxes                                                    |                                 | 2,651   
|Gain on disposition of assets                                            |                                 | (510    
|Increase in prepaid pension costs                                        |                                 | (2,919  
|Deferred vessel maintenance costs                                        |                                 | (2,336  
|Increase in accounts receivable                                          |                                 | (11,361 
|Increase in inventories                                                  |                                 | (3,870  
|Increase in accounts payable                                             |                                 | 2,276   
|Decrease in payrolls and other accrued compensation                      |                                 | (4,181  
|Increase (decrease) in accrued expenses                                  |                                 | 2,015   
|Increase (decrease) in accrued interest                                  |                                 | 852     
|Increase in income taxes payable                                         |                                 | 2,462   
|Other operating activities                                               |                                 | (523    
|                                                                         |                                 |         
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                |                                 | 19,263  
|                                                                        
|INVESTING ACTIVITIES                                                    
|Capital expenditures                                                     |                                 | (28,022 
|Acquisition of businesses                                                |                                 | (75,050 
|Proceeds from the disposition of assets                                  |                                 | 192     
|                                                                         |                                 |         
|NET CASH (USED FOR) PROVIDED BY INVESTING

                   ACTIVITIES |                                 | (102,880
|                                                                        
|FINANCING ACTIVITIES                                                    
|Repayments on long-term debt                                             |                                 | (349,850
|Additional long-term debt                                                |                                 | 437,725 
|Financing costs                                                          |                                 | (1,152  
|Payments of dividends                                                    |                                 | (2,979  
|Purchases of treasury stock                                              |                                 | (134    
|                                                                         |                                 |         
|NET CASH PROVIDED BY (USED FOR) FINANCING

                   ACTIVITIES |                                 | 83,610  
|                                                                         |                                 |         
|Effect of exchange rate changes on cash and cash equivalents             |                                 | 7       
|                                                                         |                                 |         
|Decrease in cash and cash equivalents                                    |                                 | 0       
|                                                                         |                                 |         
|CASH AND CASH EQUIVALENTS, JANUARY 1                                     |                                 | 0       
|                                                                         |                                 |         
|CASH AND CASH EQUIVALENTS, SEPTEMBER 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. | Statement of Financial Accounting Standard (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," is required to be adopted effective January 1, 2001
for Oglebay Norton Company. The Company will be ready to adopt SFAS 133 as required, but because of the uncertainty of year-end market conditions, the Company can not accurately estimate the anticipated magnitude of the impact of adoption.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" is required to be adopted effective October 1, 2000 for Oglebay Norton Company. The company will
adopt SAB 101 as required and it is not expected to have a material impact on the consolidated financial statements.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | In the third quarter of 2000, the Company acquired certain assets from J.M. Huber Corporation (Global Stone Portage)
for $12,512,000 in cash. The acquired facility processes fine-ground limestone for use in environmental applications at coal-fired power plants. The assets and results of operations of Global Stone Portage are included within the Companys Lime and
Limestone segment.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 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 2000.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 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).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. | The following table sets forth the reconciliation of the Companys net income to its comprehensive income (in thousands):
|-- | -------------------------------------------------------------------------------------------------------------------------




| |                                                     | Three

Months Ended

September 30 |       | Nine

Months Ended

September 30
| | --------------------------------------------------- | --------------------------------- | ----- | --------------------------------
|
| | Net income                                          | $                                 | 7,619 |                                 
| | Other comprehensive income (loss):                  |                                   |       |                                 
| | Foreign currency

          translation adjustments |                                   | 2     |                                 
| |                                                     |                                   |       |                                 
| | Comprehensive income                                | $                                 | 7,621 |                                 
| |                                                     |                                   |       |                                 







|6. | The calculation of net income per share follows (in thousands, except per share amounts):
|-- | -----------------------------------------------------------------------------------------




|                                     |  | Three Months

Ended

September 30 |       | Nine Months

Ended

September 30
|------------------------------------ |  | --------------------------------- | ----- | --------------------------------
|
|Net income per share-basic:          |  |                                   |       |                                 
|                                     |  |                                   |       |                                 
|Net income                           |  | $                                 | 7,619 |                                 
|                                     |  |                                   |       |                                 
|Average number of shares outstanding |  |                                   | 4,981 |                                 
|                                     |  |                                   |       |                                 
|Net income per share-basic           |  | $                                 | 1.53  |                                 
|                                     |  |                                   |       |                                 




|                                              |  | Three Months

Ended

September 30 |       | Nine Months

Ended

September 30
|--------------------------------------------- |  | --------------------------------- | ----- | --------------------------------
|
|Net income per share-assuming dilution:       |  |                                   |       |                                 
|                                              |  |                                   |       |                                 
|Net income                                    |  | $                                 | 7,619 |                                 
|                                              |  |                                   |       |                                 
|Average number of shares outstanding          |  |                                   | 4,981 |                                 
|Dilutive effect of stock plans                |  |                                   | 31    |                                 
|                                              |  |                                   |       |                                 
|Adjusted average number of shares outstanding |  |                                   | 5,012 |                                 
|                                              |  |                                   |       |                                 
|Net income per share-assuming dilution        |  | $                                 | 1.52  |                                 
|                                              |  |                                   |       |                                 







|7. | 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 September 30, 2000 and 1999
(in thousands):
| | -------------------------------------------------------------------------------------------------------------------------------------------------




|                                                    |  | Lime and

Limestone |         |   | Industrial

Sands |   | Marine

Services |  | Total

Segments |         |  | Corporate

and Other |         |   | Consolidated |  
|--------------------------------------------------- |  | ------------------- | ------- | - | ----------------- | - | ---------------- |  | --------------- | ------- |  | -------------------- | ------- | - | ------------ | -
|2000                                                |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Identifiable assets                                 |  | $                   | 391,528 |   |                   | $ | 65,883           |  | $               | 141,644 |  | $                    | 599,055 |   |              | $
|Depreciation, depletion and

  amortization expense |  |                     | 5,220   |   |                   |   | 1,370            |  |                 | 2,287   |  |                      | 8,877   |   |              |  
|Capital expenditures                                |  |                     | 8,003   |   |                   |   | 2,900            |  |                 | 20      |  |                      | 10,923  |   |              |  
|
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Net sales and operating revenues                    |  | $                   | 51,823  |   |                   | $ | 16,247           |  | $               | 31,003  |  | $                    | 99,073  |   |              | $
|Intersegment sales                                  |  |                     |         |   |                   |   |                  |  |                 | 1,811   |  |                      | 1,811   |   |              |  
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Total net sales and operating revenues              |  | $                   | 51,823  |   |                   | $ | 16,247           |  | $               | 32,814  |  | $                    | 100,884 |   |              | $
|
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Operating income (loss)                             |  | $                   | 11,448  |   |                   | $ | 3,480            |  | $               | 5,365   |  | $                    | 20,293  |   |              | $
|Gain on disposition of assets                       |  |                     |         |   |                   |   | 6                |  |                 |         |  |                      | 6       |   |              |  
|Interest expense                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Other expense net                                  |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Income (loss) before income taxes                   |  | $                   | 11,448  |   |                   | $ | 3,486            |  | $               | 5,365   |  | $                    | 20,299  |   |              | $
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|1999                                                |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Identifiable assets                                 |  | $                   | 284,101 |   |                   | $ | 57,581           |  | $               | 142,580 |  | $                    | 484,262 |   |              | $
|Depreciation, depletion and

  amortization expense |  |                     | 3,884   |   |                   |   | 1,199            |  |                 | 2,263   |  |                      | 7,346   |   |              |  
|Capital expenditures                                |  |                     | 2,032   |   |                   |   | 772              |  |                 |         |  |                      | 2,804   |   |              |  
|
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Net sales and operating revenues                    |  | $                   | 40,468  |   |                   | $ | 13,659           |  | $               | 31,250  |  | $                    | 85,377  |   |              | $
|
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Operating income (loss)                             |  | $                   | 6,513   |   |                   | $ | 3,139            |  | $               | 6,874   |  | $                    | 16,526  |   |              | $
|(Loss) gain on disposition of assets                |  |                     | (98     | ) |                   |   |                  |  |                 |         |  |                      | (98     | ) |              |  
|Interest expense                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Other expense net                                  |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  
|Income (loss) before income taxes                   |  | $                   | 6,415   |   |                   | $ | 3,139            |  | $               | 6,874   |  | $                    | 16,428  |   |              | $
|                                                    |  |                     |         |   |                   |   |                  |  |                 |         |  |                      |         |   |              |  










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

|                                                   |  | Lime and

Limestone |         |   | Industrial

Sands |   |        | Marine

Services |  |   | Total

Segments |  |  | Corporate

and Other |         |   | Consolidated
|-------------------------------------------------- |  | ------------------- | ------- | - | ----------------- | - | ------ | ---------------- |  | - | --------------- |  |  | -------------------- | ------- | - | ------------
|2000                                               |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Identifiable assets                                |  | $                   | 391,528 |   |                   | $ | 65,883 |                  |  | $ | 141,644         |  |  | $                    | 599,055 |   |             
|Depreciation, depletion and                        |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|amortization expense                               |  |                     | 13,748  |   |                   |   | 3,905  |                  |  |   | 4,579           |  |  |                      | 22,232  |   |             
|Capital expenditures                               |  |                     | 17,306  |   |                   |   | 5,827  |                  |  |   | 4,265           |  |  |                      | 27,398  |   |             
|Net sales and operating revenues                   |  | $                   | 130,322 |   |                   | $ | 45,049 |                  |  | $ | 62,562          |  |  | $                    | 237,933 |   |             
|Intersegment sales                                 |  |                     |         |   |                   |   |        |                  |  |   | 3,421           |  |  |                      | 3,421   |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Total net sales and operating

  revenues          |  | $                   | 130,322 |   |                   | $ | 45,049 |                  |  | $ | 65,983          |  |  | $                    | 241,354 |   |             
|Operating income (loss)                            |  | $                   | 25,010  |   |                   | $ | 8,937  |                  |  | $ | 9,025           |  |  | $                    | 42,972  |   |             
|(Loss) gain on disposition of assets               |  |                     | (4      | ) |                   |   | 19     |                  |  |   |                 |  |  |                      | 15      |   |             
|Interest expense                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Other expense net                                 |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Income (loss) before income taxes                  |  | $                   | 25,006  |   |                   | $ | 8,956  |                  |  | $ | 9,025           |  |  | $                    | 42,987  |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|1999                                               |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Identifiable assets                                |  | $                   | 284,101 |   |                   | $ | 57,581 |                  |  | $ | 142,580         |  |  | $                    | 484,262 |   |             
|Depreciation, depletion and

 amortization expense |  |                     | 12,237  |   |                   |   | 3,509  |                  |  |   | 4,507           |  |  |                      | 20,253  |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Capital expenditures                               |  |                     | 12,842  |   |                   |   | 2,504  |                  |  |   | 3,855           |  |  |                      | 19,201  |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Net sales and operating revenues                   |  | $                   | 116,507 |   |                   | $ | 36,919 |                  |  | $ | 63,696          |  |  | $                    | 217,122 |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Operating income (loss)                            |  | $                   | 16,862  |   |                   | $ | 7,042  |                  |  |   | 14,024          |  |  | $                    | 37,928  |   |             
|(Loss) gain on disposition of assets               |  |                     | (98     | ) |                   |   | 22     |                  |  |   |                 |  |  |                      | (76     | ) |             
|Interest expense                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Other expense net                                 |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             
|Income (loss) before income taxes                  |  | $                   | 16,764  |   |                   | $ | 7,064  |                  |  | $ | 14,024          |  |  | $                    | 37,852  |   |             
|                                                   |  |                     |         |   |                   |   |        |                  |  |   |                 |  |  |                      |         |   |             




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





Managements Discussion and Analysis of Financial Condition and Results of Operations may contain statements
concerning certain trends and other forward-looking information, within the meaning of the federal securities laws. Such forward-looking statements are subject to uncertainties and factors relating to the Companys operations and business
environment, all of which are difficult to predict and many of which are beyond the control of the Company. The Company 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 or on behalf of the Company: (1) unfavorable weather conditions particularly in the Great Lakes region and/or the continuation of lower water levels; (2) fluctuations in oil prices; (3)
a decline in steel production; (4) changes in the demand for the Companys products or services due to changes in technology; (5) a decline in Great Lakes, Mid-Atlantic and California construction activity; (6) the outcome of negotiations of labor
agreements; (7) the loss or bankruptcy of major customers; and (8) changes in environmental laws. Fluctuations in oil prices have both a positive and negative impact on the Company. High oil prices generally result in more drilling activity, positively
impacting our Industrial Sands business segment, while at the same time increasing the Marine Services fleets operating costs.





Due to the seasonal nature of certain aspects of the Companys business, the operating results and cash flows
for the first nine months of the year are not necessarily indicative of the results to be expected for the full year.





FINANCIAL CONDITION





In the third quarter of 2000, the Company acquired certain assets from J.M. Huber Corporation (Global Stone
Portage) for $12,512,000 in cash. The acquired facility processes fine-ground limestone for use in environmental applications at coal-fired power plants. The assets and results of operations of Global Stone Portage are included within the
Companys Lime and Limestone segment.





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 prior Senior Credit Facility. Both credit facilities are senior to the Companys $100,000,000 Senior Subordinated Notes issued in 1999.








In December 1999 the Company acquired the assets of Franklin Industries Mica business (subsequently
renamed Oglebay Norton Specialty Minerals Inc. (Specialty Minerals)) for a purchase price of $31,600,000. Specialty Minerals is included with Corporate and Other in operating segment information. Also in 1999, the Company 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 Global Stone Winchester
acquisition also included non-compete and royalty payments of $3,500,000, of which $510,000 was paid at the acquisition date and the balance deferred. Global Stone Winchester is part of the Lime and Limestone segment.





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 will be finalized in the
fourth quarter of 2000 and the purchase price allocations for Michigan Limestone will be finalized in 2001 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.





The Companys operating activities provided cash of $19,263,000 in the first nine months of 2000 compared
with $5,207,000 provided in the same period in 1999. The increase in operating cash provided resulted from the improvement of earnings and the timing of interest payments. The improvement in cash generated is directly related to the cash generated from
the Michigan Limestone acquisition. Net Income is up $2,008,000, but cash provided from earnings is even greater when considering the increase in non-cash charges for depreciation, which is $3,031,000 more in 2000 than in 1999. Also, despite a slight
increase in interest expense in 2000 compared with 1999, the Company paid less interest in 2000 as the result of the timing of payments on the new Term Loan. The operating results of the Companys business segments are discussed in more detail under
RESULTS OF OPERATIONS.





Capital expenditures totaled $28,022,000 in the first nine months of 2000 compared with $19,415,000 for the same
period in 1999. Expenditures for maintenance, repair and replacement of existing equipment totaled approximately $15,482,000. Expansion projects received funding of $7,494,000, with the balance of $5,046,000 allocated to quarry development. Capital
expenditures for the Company for 2000 are expected to approximate $34,500,000.





In the first nine months of 2000 the Companys additional borrowings exceeded debt repayments by $87,875,000
compared with the first nine months of 1999 in which debt repayments exceeded additional borrowings by $33,251,000. Additional borrowings in the first nine months of 2000 included the financing of the Michigan Limestone and Global Stone Portage
acquisitions, while 1999 included additional debt used to fund the Global Stone Winchester acquisition. However, 1999 also included the disposition of Detroit Lime and Ingersoll that resulted in a repayment of debt. The interest rate on the Senior Credit
Facility, which approximated 8.8% on September 30, 2000, is based on LIBOR interest rates, plus an applicable margin.





In conjunction with the Michigan Limestone acquisition, the Company extended the term of its Senior Credit
Facility and increased its borrowing capacity by adding a $118,000,000 Term Loan with its existing bank group in the second quarter of 2000. The Company paid $1,152,000 of financing costs in the first nine months of 2000 related to this Term Loan and an
amendment to its Senior Credit Facility. The Companys Senior Subordinated Notes, privately placed with multiple purchasers in February 1999, mature in February 2009 and have a fixed interest rate of 10%. The notes were publicly registered in June
1999. The Company paid $1,172,000 of financing costs in the first nine months of 1999 related to the private placement of these notes and an amendment to the Senior Credit Facility.





The Company declared a dividend of $0.60 per share in the first nine months of both 2000 and 1999. Dividends paid
were $2,979,000 in the first nine months of 2000 compared with $2,896,000 for the same nine months in 1999.





Anticipated cash flows from operations and current financial resources are expected to meet the Companys
needs during 2000. All financing alternatives are under constant review to determine their ability to provide sufficient funding at the lowest possible cost.





RESULTS OF OPERATIONS





NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO


NINE MONTHS ENDED SEPTEMBER 30, 1999





The Companys net sales and operating revenues of $250,120,000 in the first nine months of 2000 were 15%
greater than net sales and operating revenues of $217,122,000 for the same period in 1999. Operating income for the first nine months of 2000 was $40,647,000 or 17% more than the $34,632,000 for the same nine months in 1999. The Company reported net
income of $11,300,000 ($2.26 per share, assuming dilution) for the nine months ended September 30, 2000, compared with net income of $9,292,000 ($1.92 per share, assuming dilution) for the same period in 1999. The $32,998,000 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 the Companys
Global Stone Detroit Lime and Ingersoll operations. The $6,015,000 increase in operating income is primarily attributable to the contribution of the April 2000 Michigan Limestone acquisition and improved performance in the Industrial Sands business offset
by lower operating income in the Marine Services business. The $2,008,000 or 22% increase in net income was primarily the result of the increase in operating income offset by slightly higher interest expense and smaller non-recurring gains.





Operating results of the Companys business segments for the nine months ended September 30, 2000 and 1999
are discussed below.





Net Sales and Operating Revenues





Lime and Limestone:     Net sales for the Companys Lime and Limestone segment
totaled $130,322,000 for the nine months ended September 30, 2000, compared with $116,507,000 in the same period of 1999, an increase of $13,815,000 or 12%. 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
$45,049,000 for the nine months ended September 30, 2000, an increase of 22% from $36,919,000 for the same period of 1999. The increase in net sales is attributable to: increased frac sands sales at the Brady, Texas operation as drilling activity
increased in response to the surge in oil prices; an improvement 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 level demand in the
segments Orange County, California operations from the construction market in the southwestern United States.





Marine Services:    Operating revenues for the Companys Marine Services segment
increased by $2,287,000 or 4%, to $65,983,000 for the first nine months of 2000 from $63,696,000 for the first nine months of 1999. This increase was primarily the result of customer fuel surcharges included in vessel revenues.





Corporate and Other:Net sales and operating revenues of $8,766,000 include the
operations of Specialty Minerals, acquired in December 1999, and the elimination of intersegment sales representing Marine Services delivery of Michigan Limestone stone to customers on the Great Lakes.





Cost of Goods Sold and Operating Expenses





Lime and Limestone: Cost of goods sold for the Lime and Limestone segment totaled $81,867,000 during the
nine months ended September 30, 2000, compared with $79,054,000 for the nine months ended September 30, 1999, an increase of 4%. Cost of goods sold as a percentage of net sales were 63% in the first nine months of 2000 compared with 68% in 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
$2,813,000 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
$4,756,000, or 21%, to $27,389,000 in the first nine months of 2000 from $22,633,000 for the same period in 1999. Cost of goods sold as a percentage of net sales were 61% for the first nine months of 2000 which was comparable with that period of 1999. 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
$49,649,000 for the nine months ended September 30, 2000, compared with $42,438,000 for the same period in 1999, an increase of $7,221,000, or 17%. Operating expenses as a percentage of operating revenues were 75% in the first nine months of 2000 and 67%
in the first nine months of 1999. These increases represent higher vessel fuel costs not recovered through contractual pass-throughs and 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 $4,499,000 in cost of goods sold
and operating expenses for the first nine 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 65% for Specialty Minerals in the first nine months of 2000.




Depreciation, Depletion and Amortization





Depreciation, depletion and amortization expense increased 15% to $23,407,000 for the first nine months of 2000
compared with $20,376,000 for the same period of 1999. The increase in depreciation is primarily attributable to the added depreciation from the Michigan Limestone, Specialty Minerals and Global Stone Winchester acquisitions. This increase is tempered
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 $22,662,000 for the first nine months of 2000, compared
with $17,989,000 for 1999, an increase of $4,673,000 or 26%. The percentage of general, administrative and selling expenses to total net sales and operating revenues increased to 9% in the first nine months of 2000 compared with 8% in the first nine
months of 1999. General and administrative expenses were higher as a percentage of revenues because of the initial start up of Specialty Minerals and hiring at Industrial Sands to handle growth in this business segment. The increase in total dollars
includes the above plus the acquisition of Michigan Limestone.





Operating Income





Lime and Limestone:    The Lime and Limestone segment contributed $25,010,000 to
operating income for the nine months ended September 30, 2000, compared with $16,862,000 in the same period of 1999. The 48% increase in operating income in the first nine months 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 $8,937,000
for the first nine months of 2000 compared with $7,042,000 for the same period of 1999. The increase of $1,895,000 or 27% 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 healthy 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
$9,025,000 for the first nine months of 2000 compared with $14,024,000 for the same period of 1999. The 36% 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 $2,325,000 in the first nine months of 2000, which was
$971,000 or 29% less than the $3,296,000 operating loss for the nine months ended September 30, 1999. The decrease in operating loss was primarily the result of the operating income of Specialty Minerals.





Other





Interest expense increased 6% to $24,496,000 in the first nine months of 2000 compared with $23,125,000 for the
same period of 1999. The increase in interest expense is principally the result of the higher debt levels after the April 2000 acquisition of Michigan Limestone and the December 1999 acquisition of Specialty Minerals. The increase in interest expense for
the year was partially reduced because of the lower debt levels at the beginning of 2000 from proceeds received on the third quarter 1999 dispositions of Ingersoll and Detroit Lime. Also, the Company has been negatively impacted by the increase in
interest rates in 2000. However, the Company has partially offset the increase in interest rates on its Senior Credit and Term Loan Facilities through the benefit of fixed rate interest swaps and a reduction in the premium over the Libor base rate charged
to the Company due to an improved pro forma leverage ratio. Gains on disposition of assets are $510,000 in the first nine months of 2000 compared with $1,541,000 in the same period of 1999. A 1999 gain from the sale of a dock in Detroit, Michigan that was
part of Lime and Limestones Port Inland, Michigan operation was the major difference between the years.





THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO


THREE MONTHS ENDED SEPTEMBER 30, 1999





The Companys net sales and operating revenues of $103,288,000 in the third quarter of 2000 were 21% greater
than net sales and operating revenues of $85,377,000 for the same quarter in 1999. Operating income for the third quarter of 2000 was $20,045,000 or 30% more than the $15,391,000 for the same period in 1999. The Company reported net income of $7,619,000
($1.52 per share, assuming dilution) for the three months ended September 30, 2000, compared with a net income of $6,430,000 ($1.32 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
is primarily attributed to the Michigan Limestone acquisition. The $1,189,000 or 18% increase in net income was primarily the result of the increase in operating income offset by slightly higher interest expense and smaller non-recurring gains.





Operating results of the Companys business segments for the three months ended September 30, 2000 and 1999
are discussed below.





Net Sales and Operating Revenues





Lime and Limestone:    Net sales for the Companys Lime and Limestone segment
totaled $51,823,000 for the three months ended September 30, 2000, compared with $40,468,000 in the same quarter of 1999, an increase of $11,355,000 or 28%. Michigan Limestones added revenues in the third quarter of 2000 more than offset the 1999
combined revenues of the disposed operations of Detroit Lime and Ingersoll.





Industrial Sands:    Net sales for the Companys Industrial Sands segment
totaled $16,247,000 in the three months ended September 30, 2000, an increase of 19% from $13,659,000 for the same quarter of 1999. The increase in net sales is attributable to increased frac sand sales to support drilling activity by oil field service
firms related to the surge in oil prices.





Marine Services:    Operating revenues for the Companys Marine Services segment
increased by $1,564,000 or 5%, to $32,814,000 for the third quarter of 2000 from $31,250,000 for the third quarter of 1999. The increase in operating revenues was the result of fuel surcharges included in vessel revenues.





Corporate and Other:Net sales and operating revenues totaled $2,404,000 and 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
$31,418,000 during the three months ended September 30, 2000, compared with $27,438,000 in the three months ended September 30, 1999, an increase of 15%. Cost of goods sold as a percentage of net sales were 61% in the third quarter of 2000 compared with
68% 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 $3,980,000 increase in cost of goods sold dollars is the result 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
$1,914,000, or 24%, to $9,920,000 in the third quarter of 2000 from $8,006,000 for the same period in 1999. Cost of goods sold as a percentage of net sales were 61% for the third quarter of 2000 and 59% for that quarter in 1999. The increase in cost of
goods sold as a percentage of net revenues is the result of higher electrical and fuel costs at the Orange County, California operation in the third quarter of 2000 compared with 1999. 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
$24,486,000 for the three months ended September 30, 2000, compared with $21,090,000 for the same period in 1999, an increase of $3,396,000, or 16%. Operating expenses as a percentage of operating revenues were 75% in the third quarter of 2000 and 67% 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 to customers
and inefficiencies resulting from lower water levels on the Great Lakes.





Corporate and Other:Included in this category is $950,000 in cost of goods sold
and operating expenses for the third 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 67% for Specialty Minerals in the third three months of 2000.





Depreciation, Depletion and Amortization





Depreciation, depletion and amortization expense increased 24% to $9,163,000 for the three months ended September
30, 2000 compared with $7,391,000 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 $7,306,000 for the third quarter of 2000, compared with
$6,060,000 for 1999, an increase of $1,246,000 or 21%. The percentage of general, administrative and selling expenses to total net sales and operating revenues is comparable at 7% in both the third quarter of 2000 and 1999.





Operating Income





Lime and Limestone:    The Lime and Limestone segment contributed $11,448,000 to
operating income for the three months ended September 30, 2000, compared with $6,513,000 in the same period of 1999. The $4,935,000 or 76% increase in operating income in the third quarter of 2000 is the result of the Michigan Limestone acquisition.





Industrial Sands:Operating income for the Industrial Sands segment was $3,480,000
for the third quarter of 2000 compared with $3,139,000 for the same period of 1999. The increase of $341,000 or 11% in operating income was principally the result of increased demand for frac sands, used in oil field drilling and increased efficiencies in
quarrying and processing sand realized at the Glass Rock plant. This was slightly offset by the increased general, administrative and selling expenses, the result of personnel additions in response to growth.





Marine Services:    The Companys Marine Services segment had operating income of
$5,365,000 for the third quarter of 2000 compared with $6,874,000 for the same period of 1999. The 22% decrease in operating income is the result of higher fuel costs, lower water levels on the Great Lakes and increased labor costs due to a new labor
contract in 2000.





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 $248,000 in the third quarter of 2000, which was $887,000
or 78% less than the $1,135,000 operating loss for the three months ended September 30, 1999. The improvement in operating loss was primarily the result of the operating income contribution of Specialty Minerals and a reduction in the accrual for health
care costs and the cost to fund the Companys pension plan in the third quarter of 2000 compared with 1999.





Other





Interest expense increased 20% to $9,365,000 in the third quarter of 2000 compared with $7,804,000 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. Higher interest rates also
increased interest expense in the three months ended September 30, 2000 compared to the same period for 1999.





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.





-21-





The following table provides information about the Companys derivative and other financial instruments
that are sensitive to changes in interest rates, which include interest rate swaps and debt obligations. For debt obligations, the table presents cash flows and related weighted average interest by expected maturity dates. For interest rate swaps, the
table presents notional amounts and weighted average LIBOR interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on
implied forward LIBOR rates in the yield curve, plus a 2.25% margin in 2000 and 2.0% margin in 1999 for variable rate long-term debt. The Company does not hold or issue financial instruments for trading purposes.





|                                            |  | September 30, 2000
|------------------------------------------- |  | ------------------
|
|
|Liabilities:                                |  |                   
|Long-term debt:                             |  |                   
|Fixed rate                                  |  | $  1,526          
|Average interest rate                       |  | 9.64              
|Variable rate                               |  | 333               
|Average interest rate                       |  | 8.99              
|                                            |  |                   
|Interest rate derivatives:                  |  |                   
|Interest rate swaps:                        |  |                   
|Variable to  fixed                          |  |                   
|Average

               LIBOR pay rate      |  | 6.92              
|Average

               LIBOR  receive rate |  | 6.74              
|
|
|
|
|Liabilities:                                |  |                   
|Long-term debt:                             |  |                   
|Fixed rate                                  |  | $  4,791          
|Average interest rate                       |  | 9.65              
|Variable rate                               |  | 200               
|Average interest rate                       |  | 7.60              
|                                            |  |                   
|Interest rate derivatives:                  |  |                   
|Interest rate swaps:                        |  |                   
|Variable to fixed                           |  | 50,000            
|Average

               LIBOR pay rate      |  | 5.44              
|Average

               LIBOR receive rate  |  | 6.47              



|PART II. | OTHER INFORMATION                                  
|-------- | ---------------------------------------------------
|         |                                                    
|ITEM 1.  | LEGAL PROCEEDINGS                                  
|         |                                                    
|         | Not Applicable                                     
|         |                                                    
|ITEM 2.  | CHANGES IN SECURITIES AND USE OF PROCEEDS          
|         |                                                    
|         | Not Applicable                                     
|         |                                                    
|ITEM 3.  | DEFAULTS UPON SENIOR SECURITIES                    
|         |                                                    
|         | Not Applicable                                     
|         |                                                    
|ITEM 4.  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|         |                                                    
|         | Not Applicable                                     
|         |                                                    
|ITEM 5.  | OTHER INFORMATION                                  
|         |                                                    
|         | Not Applicable                                     
|         |                                                    
|ITEM 6.  | EXHIBITS AND REPORTS ON FORM 8-K                   
|         |                                                    
|         | Not Applicable                                     
|         |                                                    




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 COMPANYDATE: November 14, 2000

By:
/S/ DAVID
H. KELSEY

David H. Kelsey

Vice President and

Chief Financial Officer

On behalf of the RegistrantBy:
/S/ MICHAEL
F. BIEHL
Michael F. BiehlVice President- Finance

And Treasurer

On behalf of the Registrant

as Principal Accounting

Officer