Oglebay Norton (NASDAQ:OGLE)
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Oglebay Norton Emerges From Chapter 11 Bankruptcy
CLEVELAND, Jan. 31 /PRNewswire-FirstCall/ -- Oglebay Norton Company (OTCBB)
has emerged from Chapter 11 bankruptcy protection effective today, pursuant to
a plan of reorganization approved by the U.S. Bankruptcy Court for the District
of Delaware on November 17, 2004.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990901/CLW017 )
"All of us at Oglebay Norton are very pleased to be out of Chapter 11," said
Michael D. Lundin, president and chief executive officer. "We set four goals
when we began this process: restructure our debt and achieve a sustainable
capital structure, create the most value for creditors, preserve the business,
and emerge in an expedited manner. We believe we have accomplished all these.
On behalf of the board of directors and management, I would like to extend my
gratitude to our employees for their hard work and dedication and to our
customers, vendors, lenders and advisors for their support during the process."
He continued, "We are now able to devote our full attention to running the
business and executing our strategic plan. The strategy is based on our core
competencies of extracting, processing and providing aggregate and industrial
minerals. We are confident in our ability to implement this strategy and return
Oglebay Norton to its position as one of the best companies in the aggregate
and industrial minerals industry."
He added that management remains in active discussions to sell all or portions
of the company's mica operations.
Under the plan of reorganization, the claims of trade creditors will be paid in
full, as will the claims of other general unsecured creditors, except for
holders of the company's senior subordinated notes and holders of claims
related to the sale of the MLO business to Oglebay in April 2000.
In order to emerge, the company redeemed its senior secured notes, issued new
preferred stock and entered into a $310 million credit facility. Holders of the
company's senior subordinated notes exchanged their notes for new common stock.
Holders of the MLO claims will receive significantly reduced annual amounts
paid over an extended period of time. The old common stock has been cancelled.
Holders of old common stock will receive warrants entitling them to purchase
new common stock. The company expects the new common stock and the new
preferred stock will trade on the OTC Bulletin Board.
According to the plan, Michael D. Lundin and John P. O'Brien will continue as
directors of the company following the effective date. All other members of the
board of directors have resigned. The new board of directors consists of seven
members:
* DeLyle W. Bloomquist, 45, president and chief executive officer of
General Chemical Industrial Products, Inc.;
* Eugene I. Davis, 49, chairman and chief executive officer of Pirinate
Consulting Group, LLC;
* Laurence V. Goddard, 53, president, chief executive officer and a
director of The Parkland Group, Inc.;
* Robert H. Kanner, 57, chairman, president and chief executive officer of
Pubco Corporation;
* Thomas O. Boucher Jr., 46, a managing director of Ingalls & Snyder LLC;
* Michael D. Lundin, 45, president and chief executive officer of Oglebay
Norton Company;
* John P. O'Brien, 62, managing director of Inglewood Associates, Inc.
In the first meeting of the new board of directors today, Thomas O. Boucher was
elected chairman of the board.
Oglebay Norton Company, a Cleveland, Ohio-based company with a 150-year
heritage, provides essential minerals and aggregates to a broad range of
markets, from building materials and environmental remediation to the energy
and metallurgical industries. The company has approximately 1,800 full-time and
part-time hourly and salaried employees in 13 states. The company's website is
http://www.oglebaynorton.com/ . The company and its wholly owned subsidiaries
filed voluntary petitions for relief under Chapter 11 on February 23, 2004.
A registration statement relating to the warrants and the common stock
underlying the warrants has been filed with the Securities and Exchange
Commission and has been declared effective, however, the prospectus supplement
relating thereto has not yet been filed. This press release does not and will
not constitute an offer to sell or a solicitation of an offer to buy the
warrants or the common stock underlying the warrants. An offer, if any, of the
warrants and the common stock underlying the warrants will be made solely by
means of such prospectus supplement with respect to such offering.
Safe Harbor Statement
Certain statements contained in this release are "forward-looking" in that they
reflect management's expectations and beliefs regarding the future performance
of the Company and its operating segments. 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) risks associated with the
Company's substantial indebtedness, including whether the restructuring
accomplished through the bankruptcy proceedings provided sufficient improvement
to the Company's financial position and provided adequate liquidity; (2) the
Company's ability to maintain its cost reduction initiatives; (3) weather
conditions, particularly in the Great Lakes region, flooding, and/or water
levels; (4) natural disasters, equipment failures or other unexpected events;
(5) fluctuations in the price or availability of energy, fuel, oil and freight
transportation; (6) fluctuations in integrated steel production in the Great
Lakes region; (7) the development or acquisition of additional industrial
mineral reserves; (8) costs associated with maintenance of the Company's
vessels; (9) fluctuations in Great Lakes and Mid- Atlantic construction
activity; (10) economic conditions in California or population growth rates in
the Southwestern United States; (11) the outcome of periodic negotiations of
labor agreements; (12) changes in the demand for the Company's products due to
changes in technology; (13) the Company's ability to compete effectively in its
markets; (14) the loss, insolvency or bankruptcy of major customers or debtors;
(15) changes in law adverse to the Company, including laws relating to asbestos
litigation; (16) an increase in the number and cost of asbestos and silica
product liability claims filed against the Company and its subsidiaries and
determinations by a court or jury against the Company's interest; (17) current
and future regulations imposed on the Company and its customers' businesses;
(18) difficulty in hiring sufficient staff that is appropriately skilled and
licensed, particularly for the Company's vessel operations; (19) the insolvency
of insurers, the effects of any coverage litigation with insurers or adequacy
of insurance; (20) additional risk factors that may affect the Company's
results identified under the caption "Risk Factors" in the S-1 Registration
Statement of the Company originally filed with the Securities and Exchange
Commission on January 27, 2005.
http://www.newscom.com/cgi-bin/prnh/19990901/CLW017
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DATASOURCE: Oglebay Norton Company
CONTACT: Patrick Gallagher of Edward Howard & Co., +1-216-781-2400, for
Oglebay Norton Company
Web site: http://www.oglebaynorton.com/