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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Commission File Number: 000-32665

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

Oglebay Norton Company

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (216) 861-3300

Securities registered pursuant to Section 12(g) of the Act:

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 ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x    No ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨    No x

The aggregate market value of voting stock held by non-affiliates of the Registrant at June 28, 2002 (calculated by excluding the total number of shares reported under Item 12 hereof) was $43,294,000. Shares of Common Stock outstanding at February 21, 2003: 5,003,051.

Portions of the Registrant’s definitive proxy statement for its 2003 Annual Meeting of Shareholders are incorporated herein by reference in Part III.

PART I

ITEM 1.    BUSINESS

A.    (1)    About The Company

Oglebay Norton Company, founded in 1854 and headquartered in Cleveland, Ohio, mines, processes, transports and markets industrial minerals and aggregates. The principal offices of the Company are located at North Point Tower, 1001 Lakeside Avenue, 15th Floor, Cleveland, Ohio 44114-1151. The primary Standard Industrial Code for the Company is 1400. The Company owns strategically located, proven long-life reserves of high-quality limestone, industrial sand and mica. The Company also owns related mineral extraction equipment, processing plants and transportation equipment, including trucks, railway lines and equipment, and marine vessels and docks. With these assets, the Company serves a broad customer base primarily in four major categories: building products, energy, environmental and industrial. The Company enjoys a significant market share in each of its core markets, benefiting from long-term relationships with market-leading customers, many of whom have multi-year purchase contracts with the Company.

The Company operates its businesses as three reporting segments focused on its key markets served. The segments align operations which share business strategies, are related by geography and product mix, and reflect the way management evaluates the operating performance of its businesses.

The operations are reported as: Great Lakes Minerals, Global Stone and Performance Minerals. Great Lakes Minerals mines and distributes limestone from three facilities located in northern Michigan. Great Lakes Minerals also holds one of the largest fleets of self-unloading vessels on the Great Lakes, which is currently comprised of 13 vessels, and provides transportation services for limestone as well as for coal and iron ore. Global Stone mines and processes limestone and manufactures lime at six operations in the mid-Atlantic and southeastern United States and one operation in the Great Lakes region. Performance Minerals mines and processes industrial sands and mica at seven operations located in Ohio, North Carolina and the southwestern United States. The Company believes that it is one of the five largest producers of lime and one of the ten largest producers of limestone in the United States. Management also believes that the Company is the fourth largest producer of industrial sands and the largest producer of mica in the United States.

Additional information relating to financial and operating data on a segment basis is set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II hereof and in Note K to the consolidated financial statements contained in Part III hereof. For a description of revenues and other financial information by geographic region, see Note K to the consolidated financial statements contained in Part III hereof.

(2)    Business Strategy

The Company’s short-term strategy for 2003 and 2004 is to focus on cash generation and profitability. The Company refinanced its senior debt during the fourth quarter of 2002. Longer-term, the Company’s strategy is to enhance its market leadership position and maximize profitability and cash flows through the following actions:

Maximize logistics efficiencies on the Great Lakes.    The Company’s Great Lakes Minerals segment allows the Company to leverage logistics services and delivery of its limestone in the Great Lakes region. As a result, the Company is the only fully integrated limestone producer on the Great Lakes. The Company can mine, process and transport stone to the Company’s own docks or directly to customers on a delivered cost per ton basis. The Great Lakes Minerals segment attempts to maximize the efficiency of its fleet of marine vessels by negotiating contracts and dispatching vessels to facilitate backhauls of coal and other bulk commodities. In January 2002, the Company announced that its wholly owned subsidiary, Oglebay Norton Marine Services Company, had agreed to pool its fleet operations with the fleet operations of American Steamship Company, a wholly owned subsidiary of GATX Corporation. This further enhances the Company’s abilities to optimize marine transportation logistics on the Great Lakes.

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In January, 2003, the Company purchased the outstanding common shares of the Erie Sand & Gravel Company, Inc. (Erie Sand and Gravel) and its affiliated companies. Erie Sand and Gravel operates a dock facility in Erie, Pennsylvania in addition to a self-unloading vessel and a sand dredging vessel. The addition of Erie Sand and Gravel further solidifies the Company’s position in the Eastern Great Lakes region and expands the geographic scope of customers available to the Great Lakes Minerals segment. (See Item E—Subsequent Events)

Capitalize on demand for industrial minerals for building materials.    The Company has secured significant regional market share in the building materials market, particularly with respect to construction aggregates and industrial fillers markets. Limestone, industrial sands and mica are used to varying degrees by building materials manufacturers as filler material in paint, joint cement, roofing shingles, carpet backing and floor and ceiling tiles. In addition, the Company’s limestone is used in major construction projects such as highways, schools, hospitals, shopping centers and airport expansions. The Company also packages limestone and sand for sale at the nation’s leading home centers and regional lawn care distributors for commercial and home lawn and garden care. With this increased presence in the building materials market, the Company intends to capitalize on its customer relationships by providing better service and a broader selection of minerals for customers to purchase.

Capitalize on increasing demand for minerals for environmental remediation.    Public concerns over environmental issues, reflected in recent legislative changes in the United States, have resulted in an increase in the demand for lime and limestone used in environmental clean-up applications, including flue gas desulfurization, municipal waste sludge treatment, industrial water treatment, drinking water treatment and hazardous waste remediation. The Clean Air Act, for example, requires the reduction of emissions, particularly sulfur, from certain industrial processes. Lime, as well as ground limestone, are the principal agents used in the desulfurization process. The Company believes that it is well positioned to capitalize on this increasing demand.

Capitalize on market opportunities in the energy segment.    The Company’s industrial sands products are well positioned in the market place to serve the demand for high-purity silica sands used by oil-well service companies in the oil-well fracturing process. In addition, the Company’s Great Lakes Minerals segment has continued to increase its share of coal transported in its vessels for use by electric utilities in the Great Lakes region.

B.    Principal Products and Services

(1)    Great Lakes Minerals

The Company’s Great Lakes Minerals segment mines limestone at three quarries located in northern Michigan and distributes it throughout the Great Lakes region. The segment holds one of the largest reserves of metallurgical and chemical quality high-calcium carbonate and dolomitic limestone in the world and one of the largest fleets of self-unloading vessels on the Great Lakes. The fleet, which is currently comprised of 13 vessels, provides transportation services for limestone as well as for coal and iron ore.

Industry

Limestone accounts for about three-quarters of crushed stone production in the United States. Crushed limestone has four primary end uses: construction aggregates and building materials, chemical and metallurgical processes, cement and lime manufacturing and agricultural purposes. Because transportation costs can be significant in this industry, competition is limited based on geography. Products from the Great Lakes Minerals segment are used primarily as aggregate for construction of schools, hospitals, shopping centers and highways; as an environmental cleaning agent for flue gas desulfurization, waste water treatment and soil stabilization; and as an essential chemical component in the manufacture of steel, paper and glass.

In general, demand for crushed limestone correlates with general economic cycles, principally new construction demand and government spending on highway construction and other infrastructure projects. Demand for vessel transportation on the Great Lakes is related to general economic cycles and more particularly to construction activity and industrial production in the Great Lakes region. The Great Lakes marine transportation business is seasonal. It is affected by weather conditions (such as the waterways freezing over), the closing/opening of the locks between the lakes, water levels of the lakes and rivers and customer demand for service. These factors cause the actual number of days of operation to vary each year. Annually, the locks close around January 15 and re-open around March 25. Management believes that the overall Great Lakes shipping

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market in which its fleet competes operated at less than full capacity in 2002, as well as 2001, after approaching full capacity for the prior five years. As a result, companies competing in the service, including Oglebay Norton, laid up vessels in 2002 and are expected to do so in 2003.

Operations

The Great Lakes Minerals segment operates three open pit quarries, 13 self-unloading vessels and numerous docks. The Company assesses mineral reserves at all of its quarries and mines utilizing external consulting geologists and mining engineers. The large reserves of the Great Lakes Minerals segment have been extensively mapped, and this mapping is regularly updated to provide the customer with specified consistent quality product. Limestone is extracted from the quarries by traditional drilling and blasting techniques. In an open pit quarrying operation, the high purity limestone is often covered by an overburden of construction grade limestone that must first be removed. This overburden is used whenever possible to produce construction aggregates, usually in a dedicated crushing plant, in order to minimize the net cost of extraction. Following extraction, trucks or trains are used to deliver the “as-blasted” limestone to a primary crusher. It is then processed through several stages of crushing and screening to form products that can be sold as chemical limestone or ready for further processing into aggregates, lime, fillers and other value-added products.

Transportation cost represents a significant portion of the overall cost of limestone. As a result, except for limestone quarried in Michigan, the majority of limestone production is sold within a 200-mile radius of the producing facility. Limestone quarried at the Company’s operations are delivered, for the most part, by marine vessel, enabling the stone to be shipped to major markets located in excess of 800 miles away at a competitive price. The combination of Michigan Limestone with the existing marine transportation capabilities established the Company as the largest and only fully integrated producer and bulk transporter of limestone on the Great Lakes. The Company can now mine, process and transport stone to the Company’s own docks or directly to customers on a delivered cost per ton basis. The Company believes it can perform this integrated service with an efficiency that non-integrated competitors cannot match.

Substantially all the transportation services of the Company’s vessel fleet are conducted between U.S. ports on the Great Lakes. The largest vessels in the fleet transport primarily iron ore and coal. Smaller vessels can be scheduled with more flexibility and are better suited to transport limestone. In early 2002, the Company entered into a multi-year pooling agreement with American Steamship Company, which operates a fleet of 11 modern, self-unloading Great Lakes vessels comparable in size to the Company’s fleet. The agreement combines the operations and customers of the two fleets to achieve more efficient overall operations and better customer service. With the pooling of vessels, the Company realizes improved trade patterns for all cargo, including limestone, resulting in more efficient deployment and reduced delays across the combined fleet and better service to customers of both companies. The multi-year agreement provides for the coordination of dispatch and other fleet operations but does not involve any transfer of assets. The pooling agreement is expected to further reduce the Company’s dependence on iron ore customers and increase its ability to focus on limestone production and distribution.

The Great Lakes Minerals segment also operates a bulk material dock facility in Cleveland, Ohio under an agreement with the Cleveland-Cuyahoga County Port Authority that was extended in 2002 through March 2017. The dock facility operates throughout the year, receiving cargo from Great Lakes vessels, storing it as needed, and transferring it for further shipment via rail or water transportation. In 2002, the Port Authority concluded a transaction providing for the relocation of an automated vessel loader to the dock facility. The new loader will enable the Company to transload iron ore pellets from its larger vessels to smaller vessels for delivery down the Cuyahoga River to the International Steel Group Inc. The Company anticipates that the new loader will be operational for the 2003 season. As a result of the ore loader project, the Port Authority has postponed prior plans to construct a new access road that will enable the facility to transship cargoes by truck as well as rail and water. When the access road is constructed, the Company expects that the new road will enable it to deliver limestone by truck, expanding its ability to serve the limestone market. It is uncertain at this time when the Port Authority will resume plans for the access road construction.

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Customers

The segment’s primary customers include purchasers and producers of construction aggregate and chemical limestone, integrated steel manufacturers, for whom the fleet transports iron ore, limestone and coal, and electric utility companies for whom the fleet transports coal. The Company has long-established relationships with many of these customers and provides services to many of them pursuant to long-term contracts. Management estimates that approximately 80% of the tonnage hauled by the vessel fleet was shipped pursuant to multi-year contracts. Management estimates that, for 2002, industrial and chemical, building materials and construction, and environmental customers accounted for approximately 48%, 34% and 18%, respectively, of this business segment’s revenue.

Since the acquisition of Michigan Limestone in 2000, the Company has moved to organize the fleet’s shipping patterns around limestone in order to reduce its dependence on iron ore and the integrated steel industry. In 2002, shipments of limestone accounted for an estimated 22% of the fleet’s revenues, compared with approximately 23% in 2001 and 11% in 2000. Approximately 70% of the limestone transported by the Company’s fleet in 2002 came from the segment’s quarries. Coal accounted for approximately 32% of the fleet’s revenues in 2002 compared with 31% in 2001 and 26% in 2000. Iron ore shipments accounted for approximately 46% of the fleet’s revenue compared with 45% in 2001. Iron ore shipments as a percentage increased slightly in 2002 as a result of increased demand from iron ore customers. As recently as the late 1990s, iron ore accounted for as much as 60% of the fleet’s revenues. For 2003, the Company anticipates that the percentage of revenue from iron ore customers will continue to decline while the coal and limestone trade will increase.

Competition

The building materials and construction aggregate industry in North America is highly fragmented. Many active operations are small scale or wayside locations operated by state or local governments, usually to meet the requirements of highway contracts in more remote locations. There also are a number of large companies in the industry, including Vulcan Materials Corporation, Martin Marietta Materials Inc. and Lafarge Corporation whose operations are often centered on a particular geographic region. The Company’s Great Lakes Minerals operations are centered on the Great Lakes region in this fashion. Given that transportation cost represents a significant portion of the overall cost of lime and limestone products, competition generally occurs among participants in close geographic proximity. In addition, the scarcity of high-purity limestone deposits on which the required zoning, extraction and emission permits can be obtained serves to limit competition from startup operations within the limestone market.

The most important competitive factors impacting the segment’s marine transportation services are price, customer relationships and customer service. Management believes that customers are generally willing to continue to use the same carrier assuming such carrier provides satisfactory service with competitive pricing. The Company’s fleet competes only among U.S. flag Great Lakes vessels because of the U.S. federal law known as the Jones Act. The Jones Act requires that cargo moving between U.S. ports be carried in a vessel that was built in the United States, has a U.S. crew, and is owned (at least 75%) by U.S. citizens or corporations. As a result, Canadian-flag Great Lakes vessels or foreign-flag oceanic vessels do not carry dry bulk cargo between U.S. ports. Moreover, the size limitation imposed by the St. Lawrence Seaway prevents large oceanic vessels from entering the Great Lakes. The competitive landscape has remained relatively stable over the last ten years. There were approximately 70 vessels available for service on the Great Lakes in 2002 and 2001. The number of vessels is expected to decrease in 2003, as companies respond to the declining demand for iron ore by laying up vessels. The Company may continue to lay up some of its vessels in 2003 as a result of efficiencies realized from the pooling arrangement with American Steamship Company.

The pooled fleet will principally compete against two other similar-sized U.S. flag Great Lakes commercial fleets in 2003: The Interlake Steamship Company and U.S.S. Great Lakes Fleet, Inc. The fleet also competes with certain companies that operate smaller captive fleets and, to a lesser extent, with rail and truck transportation companies serving the Great Lakes region.

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(2)    Global Stone

Through a series of transactions in 2000, 1999 and 1998, the Company acquired businesses that now form its Global Stone segment. These operations supply lime, crushed and ground limestone, construction aggregates, chemical limestone and lawn and garden products to a broad customer base in a variety of industries. The segment’s products are used primarily as filler in building materials, as an environmental cleaning agent for flue gas desulfurization, waste water treatment and soil stabilization, and as a chemical in steel-making, paper-making and glass-making.

Industry

Lime is a value-added product, derived from limestone, and is widely used in a variety of manufacturing processes and industries, including iron and steel, pulp and paper, chemical, air purification, sewage, water and waste treatments, agricultural and construction. The wide range of end-uses and markets for lime offers some protection from the economic cycles experienced by individual sectors such as the steel industry. In addition, a high proportion of lime is sold into end-uses that, unlike some construction-related end-uses, have year-round requirements largely unaffected by the weather. As explained above, limestone accounts for about three-quarters of crushed stone production in the United States. Transportation costs can be significant in this industry, therefore, competition is limited based on geography. Crushed limestone has four primary end uses: construction aggregates and building materials; chemical and metallurgical processes; cement and lime manufacturing; and agricultural purposes. High-purity chemical limestone like that processed by the segment may be processed into value-added products, such as lime or limestone fillers, or sold as chemical limestone for use in manufacturing products as diverse as poultry feed mixtures, fiberglass and roofing shingles. Fillers, which are finely ground limestone powders, are used in a wide range of manufacturing processes including vinyl flooring, carpet backing, adhesives, sealants and jointing compounds for wallboard.

Operations

The Company’s Global Stone business segment produces products for four primary end uses: construction aggregates and building materials, chemical and metallurgical processes, cement and lime manufacturing, and agricultural purposes. The segment has seven lime and/or limestone operations in North America that collectively extract and process high purity limestone. These operations are primarily centered in northwest Georgia and along the Interstate 81 corridor from southern Pennsylvania through Virginia and Tennessee.

The segment currently operates eight open pit quarries and four underground mines. Limestone is extracted from the quarries by traditional drilling and blasting techniques. In an open pit quarrying operation, the high purity limestone is often covered by an overburden of construction grade limestone that must first be removed. This overburden is used whenever possible to produce construction aggregates, usually in a dedicated crushing plant, in order to minimize the net costs of extraction. Following extraction, trucks are used to deliver the “as-blasted” limestone to a primary crusher. It is then processed through several stages of crushing and screening to form products that are saleable as chemical limestone or ready for further processing into aggregates, lime, fillers and other value-added products. The Company assesses mineral reserves at all of its quarries and mines utilizing external consulting geologists and mining engineers.

High-purity chemical limestone is processed into lime by heating it in a kiln. At December 31, 2002, the Company believes its daily lime production capacity is approximately 4,500 tons. The capacity over a 24-hour period cannot be projected over a full calendar year because kilns require regular planned outages for maintenance and equipment is subject to unplanned outages customary with any mechanical plant. Typically, a kiln will operate between 90%-95% of the available hours in any year.

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Customers

In general, demand for lime and limestone correlates to general economic cycles, principally new construction demand, population growth rates and government spending on highway construction and other infrastructure projects, which affect the demand for our customers’ products and services. This business segment has a broad customer base covering all sectors of the demand for lime and limestone. These customers vary by the type of limestone products they demand: lime, chemical limestone or construction aggregate. The Company estimates that building materials and construction, environmental, and industrial and chemical customers account for approximately 56%, 22%, and 22%, respectively, of this business segment’s revenue.

Transportation cost represents a significant portion of the overall cost of lime and limestone. As a result, the majority of lime and limestone production is sold within a 200-mile radius of the producing facility, while aggregates are sold within a 50-mile radius. The Company believes that its Global Stone lime and limestone operations are strategically located near major markets for their products and hold a significant share of these markets.

Competition

The building materials and construction aggregate industry in North America is highly fragmented. Many of the active operations are small scale or wayside locations operated by state or local governments, usually to meet the requirements of highway contracts in more remote locations. There also are a number of large companies in the industry, including Vulcan Materials Corporation, Martin Marietta Materials Inc. and Lafarge Corporation, whose operations are often centered on a particular geographic region.

Lime is primarily purchased under annual contracts. For many customers, the cost of lime is quite small in comparison to their overall production costs. For 2002, the Company estimates that the eight largest lime producers in North America accounted for approximately 80% of total industry capacity, with the Company’s business segment accounting for approximately 4%. The four largest companies with which the Company competes are privately owned.

Given that transportation cost represents a significant portion of the overall cost of lime and limestone products, competition generally occurs among participants in close geographic proximity. In addition, the scarcity of high-purity limestone deposits on which the required zoning, extraction and emission permits can be obtained serves to limit competition from startup operations within the limestone market.

(3)    Performance Minerals

The Company’s Performance Minerals business segment is engaged in the mining and processing of high-quality specialty mineral products, primarily industrial sands and muscovite mica. The segment’s businesses are focused on markets where excellent technical service and support are important to customers. Additionally, the segment’s businesses share common end-use markets in building products and a geographic focus on the Southwestern United States. Oglebay Norton is the fourth-largest producer of industrial sands in the United States and the largest producer of muscovite mica in North America.

Performance Minerals’ products include: (i) fracturing sands, which are used by oil-well service and exploration companies in the oil-well fracturing process to hold rock structures open; (ii) whole grain sands and silica flour, which are used in glass-making; (iii) filtration sands, which are used in liquid filtration systems; (iv) recreational sands, which are used in the construction of golf courses and other recreation fields as well as in general landscaping applications; (v) specialty construction/industrial sands, which are used in the construction industry; (vi) coated sand for industrial abrasive uses; (vii) silica flour, which is used in the manufacture of building materials such as roofing shingles, stucco, mortar and grout, and in fiberglass and ceramics and (viii) mica products used as a functional filler in building materials such as joint compound, coatings and paints, as well as in the manufacture of numerous industrial and consumer products, including automotive sound deadening materials, thermoplastics and cosmetics.

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The Company produces the widest array of mica products in North America—more than 40 different products—and is the only company currently supplying all five muscovite mica market segments. Performance Minerals also produces two other specialty minerals as a byproduct of mica production: kaolin clay and feldspathic sand.

Industry

Industrial sands, often termed “silica”, “silica sand” and “quartz sand,” are defined as high silicon dioxide content sands. While deposits of more common construction sand and gravel are widespread, industrial sand deposits are limited. The special properties of industrial sands—purity, grain size, color, inertness, hardness and resistance to high temperatures—make them often irreplaceable in a variety of industrial applications. Higher silica content allows for more specialized, higher-margin applications than construction sand and gravel. Mica, the segment’s other primary product, is highly valued for its unique physical characteristics, including color, flexibility, durability, thermal properties and weight. Mica is used as a functional filler in building materials such as joint compound, coatings and paints, as well as in the manufacture of numerous industrial and consumer products including automotive sound deadening materials, thermoplastics and cosmetics. Mica is an essential component in many of its applications, and in some cases can command premium pricing.

In general, demand for Performance Minerals’ products is driven by a number of factors depending on end use. The three most important factors are demand for oil, housing starts, and golf course construction activity, all in the Southwestern United States where most of the Company’s industrial sand facilities are located. Oil usage correlates with demand from oil drilling services companies for fracturing or “frac” sands, which is the largest single market for the Company’s industrial sands. Housing starts correlate with demand for building products such as joint compound, paint, roofing shingles and grout, which are important end-uses for both mica and industrial sands. Demand for sand used in golf course construction and maintenance relates primarily to Southern California locations.

Operations

The Performance Minerals segment has seven operations with strategically located, long-lived reserves of high-purity industrial sands and muscovite mica located in Ohio, North Carolina and the Southwest. The industrial sands operations include four open pit sand quarries with integrated processing plants and one remote processing plant supported by surface sand purchased under a long-term contract. In an industrial sand quarry, the extracted sand is first washed to remove impurities like clay and dirt. The sand is then dried, screened and separated into different sized granules. At certain of the facilities, the sand is also pulverized into powder for use in ceramic and other applications. All of the segment’s industrial sands operations have railroad and/or highway access.

The segment’s two mica operations are located in Kings Mountain, North Carolina and Velarde, New Mexico. The Kings Mountain complex includes two mines and three plant sites which crush, dry, screen, mill and package mica products for shipment. Products include wet ground mica, dry ground mica, flake mica and micronized mica as well as byproducts kaolin clay and feldspathic sand. Several different kinds of mica are surface treated with various chemicals to improve their performance in plastic products. The Velarde operation in northern New Mexico includes a surface mine and a plant that processes dry ground and flake mica. Both the Velarde and Kings Mountain sites control sufficient mica reserves to meet all expected demand for many years to come.

Customers

The segment has a broad customer base for its many industrial sand and mica products. Industrial sand customers participate in the oil well service, building materials, glass, fiberglass, ceramic, foundry, filtration, and golf course and recreational industries. Mica is supplied to customers in the building materials, automotive, rubber and plastics and cosmetics industries, among others.

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For bulk industrial sand materials, transportation cost represents a significant portion of the overall cost, and so the majority of production is sold within a 200-mile radius of the producing facility. In contrast, for most mica and some highly specialized industrial sands, transporting the materials long distances is not economically prohibitive because of their high unit value. The Company estimates that the building materials and construction markets, industrial, and energy uses accounted for approximately 39%, 31% and 21%, respectively, of the business segment’s revenue.

Competition

As stated above, since transportation cost represents a significant portion of the overall cost of industrial sands, competition generally occurs among participants in close geographic proximity. The scarcity of high-purity sand deposits on which the required zoning and extraction permits can be obtained serves to limit competition. Management estimates that the Company is the fourth largest industrial sand producer in the country and the leader in the Southwestern U.S. market. The principal competition comes primarily from three companies: Unimin Corp., U.S. Silica Co., a wholly-owned subsidiary of Better Minerals, Inc. and Fairmount Minerals Ltd.

Due to limited sources, competition in the muscovite mica industry is international. Management estimates that the Company is the largest producer of mica in North America, accounting for approximately 52% of the market. Competition comes primarily from privately held international businesses with the only public competitors being Zemex, Inc. and Engelhard Corporation.

C.    Environmental, Health and Safety Considerations

The Company is subject to various environmental laws and regulations imposed by federal, state and local governments. The Company is continually improving and updating its Environmental, Health and Safety Initiative commenced in 1999. During the year 2001, certain plant operations were closed in conjunction with the fourth quarter restructuring of the Company. As a result, the Company has incurred and may, in the future, be responsible for certain closure related expenses, including reclamation of land to its original condition or to a condition as may be required by contract or law.

D.    Employees

At December 31, 2002, the Company employed approximately 1,889 people, of whom 132 are management. About one-third of the Company’s employees are unionized, and the Company is party to ten collective bargaining agreements with various labor unions. The Company believes that it maintains good relations with each of these unions. In 2002, collective bargaining agreements covering employees of the Company’s Cleveland Bulk Terminal operations (8 employees) were extended for a one year term and are currently under negotiation for a multi-year term agreement. In 2003, collective bargaining agreements representing approximately 350 employees will also expire. Management expects to be able to negotiate new contracts with each of these union groups.

E.    Subsequent Events

In January 2003, the Company purchased the outstanding common shares of the Erie Sand & Gravel Company, Inc. (Erie Sand and Gravel) and its affiliated companies, Erie Navigation Company, Inc., Erie Steamship Company, Inc., S&J Trucking, Inc., Serv-All Concrete, Inc. and Mountfort Terminal, Ltd. Erie Sand and Gravel operates a dock facility in Erie, Pennsylvania in addition to a self-unloading vessel and a sand dredging vessel. In addition, Serv-All Concrete, Inc. and S&J Trucking, Inc. comprise a full service ready-mix concrete production facility and trucking service. The addition of Erie Sand and Gravel further solidifies the Company’s position in the Eastern Great Lakes region and expands the geographic scope of customers available to the Great Lakes Minerals segment.

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Executive Officers of the Registrant

(Included pursuant to Instruction 3 to paragraph (b) of Item 401 of Regulation S-K) the Executive Officers of the Company as of February 21, 2003 were as follows:

John N. Lauer served as Chairman and Chief Executive Officer of the Company from November 1, 2001 until December 4, 2002, and currently serves as Chairman. Prior to that time he served as Chairman, President, Chief Executive Officer since July 1998 and as President and Chief Executive Officer and Director from January 1, 1998. From 1994 to December 1997, Mr. Lauer was retired and pursued activities as a private investor. Mr. Lauer served as the President and Chief Operating Officer of The B.F. Goodrich Company, a chemical and aerospace company, from 1990 until 1994. Mr. Lauer also serves on the Boards of Directors of Diebold, Incorporated and Menasha Corporation.

Michael D. Lundin has served as President and Chief Operating Officer of the Company from November 1, 2001, until December 4, 2002, as President and Chief Executive Officer since December 4, 2002, and as a Director since December 12, 2001. Prior to that time he served as Vice President, Michigan Operations and President, Michigan Limestone Operations, Inc., a limestone quarry operation, from April 2000 and was President and one of the owners of Michigan Limestone Operations Limited Partnership for more than five years and up until the partnership was acquired by the Company.

Julie A. Boland has served as Vice President, Chief Financial Officer and Treasurer since January 1, 2002. Prior to that time she was Vice President, Credit Risk Management & Advisory Group for Goldman Sachs International, a global investment banking, securities and investment management firm, from 1999 until 2001 and was Vice President, Fixed Income, Loan Capital Markets and served in other roles for J.P. Morgan & Co., an investment banking firm, from 1993 to 1999 and as a Certified Public Accountant for Price Waterhouse, an accounting firm, from 1988 to 1991.

Sylvie A. Bon has served as Vice President, Chief Information Officer since May 1, 2002. Prior to that time Ms. Bon was employed by Avery Dennison, a global producer of office supply and adhesive products, where she served as Director, Information Systems, Fasson Roll Worldwide. Prior to that she served as Director Information Systems, Fasson Roll North America; Manager, Information Systems Avery Dennison Europe, Fasson Roll Division; and Manager Distribution and Logistics. Ms. Bon was employed by Avery Dennison for more than five years.

Ronald J. Compiseno has served as Vice President, Human Resources since September 21, 1998. Prior to joining the Company, he was Group Director of Human Resources for Invacare Corporation of Elyria, Ohio, a home medical products manufacturer, for more than five years.

Michael J. Minkel was appointed Vice President of Sales & Marketing in November 2002. Prior to that Mr. Minkel served Oglebay Norton Specialty Minerals, Inc. as Vice President of Sales & Marketing from 2000-2001 and as General Manager—Kings Mountain Operations from 2001-2002. Prior to joining the Company, Mr. Minkel served as President of Exploration Computer Services, an Australian software & mining-consulting firm and held various positions in the natural resource industry since 1974, including positions in coal exploration geology and mine planning, oil & gas software sales & consulting, and energy industry-related strategic information sales & consulting.

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Rochelle F. Walk was elected Vice President of the Company in August 1999 and serves as Secretary of the Company, a position she has held since June 1998. Prior to joining the Company, she was Corporate Counsel, a Business Unit Director and Marketing Director of the Sherwin Williams Company, a global producer of paints and coatings, from 1990 to 1998 and was an attorney with the law firm Ulmer & Berne from 1986 to 1990.

Except as noted above, all executive officers of the Company have served in the capacities indicated, respectively, during the past five years. All executive officers serve at the pleasure of the Board of Directors, with no fixed term of office.

ITEM 2.    PROPERTIES

The Company’s principal operating properties are described below. The Company’s executive offices are located at North Point Tower, 1001 Lakeside Avenue, 15^th Floor, Cleveland, Ohio 44114-1151, under a lease expiring on December 31, 2013. The total area involved is approximately 22,329 square feet.

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ITEM 3.     LEGAL PROCEEDINGS

The Company and certain of its subsidiaries are involved in a limited number of claims and routine litigation incidental to operating its current business. In each case, the Company is actively defending or prosecuting the claims. Many of the claims are covered by insurance and none are expected to have a material adverse effect on the financial condition of the Company.

Several of the Company’s subsidiaries have been and continue to be named as defendants in a large number of cases relating to the exposure of people to asbestos and silica. The plaintiffs in the cases generally seek compensatory and punitive damages of unspecified sums based upon the Jones Act, common law or statutory product liability claims. Some of these cases have been brought by plaintiffs against the Company (or its subsidiaries) and other marine services companies or product manufacturer co-defendants. Considering our past and present operations relating to the use of asbestos and silica, it is possible that additional claims may be made against the Company and its subsidiaries based upon similar or different legal theories seeking similar or different types of damages and relief.

The suits filed pursuant to the Jones Act are filed in Federal Court and have been assigned to the Multidistrict Litigation Panel (MDL); all such cases are currently dormant and have been so for many years. In the fourth quarter, and primarily in December, the Company experienced a significant increase in the number of claims filed alleging exposure to silica. These claims do not provide adequate information to assess likelihood of the liability at this time.

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The Company believes that both the asbestos and silica product liability claims are covered by multiple layers of insurance from multiple providers. In the fourth quarter 2002, the Company agreed with its insurers to fund settlement and defense costs arising out of asbestos litigation, effective April 1, 2003, to the extent an insurer is insolvent. On March 31, 2003, the Company anticipates receiving the remaining funds on certain insurance policies covering certain of such liabilities, which the Company will use to fund its share of settlements in 2003. Management believes its share of such 2003 liabilities will not exceed the amount of insurance proceeds it will receive; however, management recorded a reserve for such liabilities based upon historic settlement levels. With respect to silica claims, the Company has been and will continue to be responsible for funding a small percentage of all settlements and defense costs. Management believes that its share of settlements on an annual basis is not significant, although the Company has had and continues to maintain a reserve on its balance sheet to address this contingency.

The Company is involved in a series of multi-party law suits and an arbitration relating to its prior involvement in the Eveleth Mines. The parties include the current mine operator and its shareholders, an insurance carrier and one of the Company’s subsidiaries. The nature of the allegations against the Company include claims relating to the liability for retrospective premiums and duty to reimburse others for legal expenses incurred in defending settled litigation. With respect to these matters, although it is probable that retrospective premiums are due and owing by one or more of the parties, the amount and ultimate liability of the Company for those premiums or for other costs is not estimable at this time. The Company continues to pursue its own claims against the mine operator and its shareholders relating to tax refund and worker compensation matters.

Litigation is inherently unpredictable and subject to many uncertainties. Adverse court rulings, determinations of liability or retroactive or prospective changes in the law could affect claims made against the Company and encourage or increase the number and nature of future claims and proceedings. Together with reserves recorded and available insurance, pending litigation is not expected to have a material adverse effect on the Company’s operations, liquidity or financial condition.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the Company’s security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.

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PART II

ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY AND

RELATED STOCKHOLDER MATTERS

The Company’s common stock is traded on the NASDAQ National Market (NASDAQ/NMS Symbol: OGLE). The Company had 305 shareholders of record at February 21, 2003. The following is a summary of the market range and dividends for each quarterly period in 2002 and 2001 for the Company’s common stock. The Company’s amended bank agreement on the Senior Credit Facility and Syndicated Term Loan prohibit the payment of dividends.