Contract

by Oglebay Norton Co
December 21st, 2004
EXHIBIT 99.5 WARRANTS TO PURCHASE COMMON STOCK OF OGLEBAY NORTON COMPANY PURSUANT TO THE PROSPECTUS DESCRIBED BELOW AND THE SECOND AMENDED JOINT PLAN OF REORGANIZATION OF ONCO INVESTMENT COMPANY, OGLEBAY NORTON COMPANY AND CERTAIN SUBSIDIARIES DATED JULY 30, 2004 THE EXERCISE PERIOD FOR THE WARRANTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON [_________ __], 2005 (THE "EXPIRATION DATE"). [_______ __], 2005 To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees: Enclosed for your consideration, among other documents, is a Prospectus dated [_______ __], 200[_] (together with any amendments or supplements thereto, the "Prospectus") relating to the issuance and distribution by reorganized Oglebay Norton Company ("Reorganized Oglebay") to holders of record of shares of common stock ("Old Common Stock") of Oglebay Norton Company before reorganization ("Oglebay") as of the close of business on November 17, 2004 (the "Distribution Record Date") of warrants (the "Warrants") (CUSIP No. 677007 11 4) to acquire shares of common stock of Reorganized Oglebay (the "New Common Stock") (CUSIP No. 677007 20 5) in accordance with the terms of the Second Amended Joint Plan of Reorganization of ONCO Investment Company, Oglebay and Certain Subsidiaries, dated July 30, 2004 (as further amended or modified, the "Plan"), which was confirmed by an order of the United States Bankruptcy Court for the District of Delaware entered on November 17, 2004. Reorganized Oglebay emerged from bankruptcy on [__________ __], 2005 (the "Effective Date"). Under the Plan, on the Effective Date, certificates formerly representing shares of Old Common Stock were cancelled, and each record holder of Old Common Stock on the Distribution Record Date received one Warrant for each share of Old Common Stock then held. Each Warrant represents the right to purchase one-tenth (1/10th) of a fully paid and nonassessable share of New Common Stock. The Warrants are exercisable at an exercise price of $10.00 per share of New Common Stock (the "Exercise Price"). The Warrants entitle the holder thereof to purchase at the Exercise Price one share of New Common Stock for each ten (10) Warrants held. Except in the case where a holder of Warrants is exercising all Warrants then held, shares of New Common Stock may be purchased only pursuant to the exercise of Warrants in integral multiples of ten (10). Reorganized Oglebay will not issue any fractional shares of New Common Stock upon the exercise of the Warrants. If any fraction of a share of New Common Stock would be issuable upon the exercise of all Warrants then held by a holder of Warrants, such Warrant exercise will be rounded to the nearest whole share (up or down), with half shares being rounded up. The Warrants are transferable; provided, however, that any Warrants held by an affiliate of Reorganized Oglebay may generally only be resold pursuant to a valid exemption under the Securities Act of 1933. The Warrants are exercisable by subsequent holders thereof subject to certain conditions. Only registered holders of the Warrants and proper transferees of the Warrants may exercise the Warrants. Accordingly, we are asking you to contact your clients for whom you held Old Common Stock registered in your name or the name of your nominee to obtain instructions with respect to the exercise of the Warrants. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE WARRANTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE. Properly completed forms of election to purchase and payment in full of an amount equal to the Exercise Price multiplied by the number of shares of New Common Stock purchased must be received by the Warrant Agent prior to 5:00 p.m., Eastern Time, on the Expiration Date in order to exercise the Warrants. Any requests for additional copies of the enclosed material and any inquiries you may have with respect to the exercise or transfer of the Warrants should be addressed to Wells Fargo Bank, N.A. as follows:
Registered and Certified Mail: Regular Mail or Courier: In Person by Hand Only: - ----------------------------- ----------------------- ---------------------- Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Corporate Trust Operations Corporate Trust Operations Corporate Trust Services MAC N9303-121 MAC N9303-121 Northstar East Bldg-12th Floor P.O. Box 1517 6th & Marquette Avenue 608 2nd Avenue South Minneapolis, MN 55480 Minneapolis, MN 55479 Minneapolis, MN 55402 Telephone: (800) 344-5128 or (612) 667-9764 Fax: (612) 667-6282
Very truly yours, OGLEBAY NORTON COMPANY NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY, ANY AFFILIATE OF THE COMPANY OR THE WARRANT AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE WARRANTS, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE ENCLOSED DOCUMENTS. - 2 -