<PAGE> 1
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
OGLEBAY NORTON COMPANY
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OGLEBAY NORTON COMPANY
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(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
(4) Proposed maximum aggregate value of transaction:
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE> 2
OGLEBAY NORTON COMPANY
1100 SUPERIOR AVENUE CLEVELAND, OHIO 44114-2598
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 27, 1994
The Annual Meeting of Stockholders of Oglebay Norton Company will be held
in Suite 1200 of the Diamond Building Conference Center located at 1100 Superior
Avenue, Cleveland, Ohio, on Wednesday, April 27, 1994, at 9:30 a.m., Cleveland
Time, for the following purposes:
1. To elect directors of the class whose terms in office will expire in
1997; and
2. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 7, 1994, as
the record date for determining stockholders entitled to notice of the meeting
and to vote.
Please sign and return the enclosed Proxy in the envelope provided for that
purpose, whether or not you expect to be present at the meeting. If you attend
the meeting, you may revoke your Proxy and vote your shares in person.
The Proxy Statement accompanies this Notice.
By Order of the
Board of Directors
DAVID A. KUHN,
Secretary and General Counsel
March 31, 1994
<PAGE> 3
OGLEBAY NORTON COMPANY
1100 SUPERIOR AVENUE CLEVELAND, OHIO 44114-2598
PROXY STATEMENT
ANNUAL MEETING, APRIL 27, 1994
This Proxy Statement is being mailed on March 31, 1994, to
THE PROXY AND the stockholders of Oglebay Norton Company in connection
SOLICITATION with the solicitation by the Board of Directors of the
enclosed form of Proxy for the Annual Meeting of
Stockholders to be held on April 27, 1994. A stockholder giving a Proxy may
revoke it at any time before it is exercised by giving notice to the Company
in writing or in open meeting. The cost of soliciting Proxies will be borne
by the Company.
The Annual Meeting has been called for the purpose of
PURPOSE OF electing directors of the class whose terms in office
ANNUAL MEETING will expire in 1997. The three persons named in the
enclosed Proxy, who have been selected by the Board of
Directors, have indicated that, unless otherwise directed in the enclosed
Proxy, they intend to vote for the election as directors of the four nominees
listed below. However, in the event of the unavailability of any of the
nominees, the Proxy to that extent will be voted for such other person or
persons as the Board of Directors may recommend. The Board of Directors has no
reason to believe that any of the nominees will be unable to serve as
directors. With the exception of Albert C. Bersticker and Ralph D. Ketchum,
who were elected Directors in 1992, the nominees were elected for three-year
terms by the stockholders at the Annual Meeting of Stockholders held in 1991.
The Company has no knowledge of any other matters to be presented at the
Annual Meeting, but, in the event other matters do properly come before the
meeting, the persons named in the Proxy will vote in accordance with their
judgment in such matters.
1
<PAGE> 4
The Company has outstanding and entitled to vote at the
VOTING meeting 2,498,776 shares of Common Stock, each of which
SECURITIES is entitled to one vote. The Board of Directors has
fixed the close of business on March 7, 1994, as the
record date for determining stockholders entitled to notice of the meeting
and to vote. Under the Delaware General Corporation Law and the Company's
Charter, each stockholder has the right to cumulate his votes in the election of
directors and to give one nominee a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which his shares
are entitled, or he may distribute his votes on the same principle among two or
more nominees, as he sees fit. In the event that any stockholder distributes his
votes in this manner, the persons named in the Proxy will then decide the manner
in which they will allocate the votes represented by valid Proxies held by them
among the nominees named below. The Company has not been advised of any
stockholder who intends to cumulate his votes. If a stockholder withholds
authority to vote for any of the nominees, none of his shares will be voted
cumulatively for those nominees for whom authority to vote was withheld. Under
Delaware law and the Company's Charter and By-laws, Directors are elected by a
plurality of the votes of the shares present at a meeting, at which a quorum is
present, and entitled to vote on the election of directors. Proposals, other
than the election of directors, are adopted and approved by the vote of a
specified percentage of the outstanding shares of the Company present at a
meeting, at which a quorum is present, and entitled to vote on the proposal.
Abstentions are tabulated in determining the votes present at a meeting.
Consequently, an abstention has the same effect as a vote against a proposal or
a director nominee, as each abstention would be one less vote in favor of a
proposal or for a director nominee. Broker nonvotes may not be counted in
determining the votes present at a meeting and entitled to vote on proposals as
to which the broker does not have discretionary authority to vote and has not
been instructed by the beneficial owner of the stock to vote, although they may
be counted for purposes of determining if a quorum is present. Consequently, a
broker nonvote will have no effect on nondiscretionary proposals, although they
may be counted as part of the voting power for other proposals.
The Company's Board of Directors is currently composed of
BOARD OF DIRECTORS eleven directors, four of whom will be elected at this
Annual Meeting and in 1995 and three of whom will be
elected in 1996. Each of the directors serves for a term of three years and
until a successor is elected. Nominees for election as directors with terms
expiring in 1997, as well as present directors whose terms will continue
after the Annual Meeting, with information as to each of them, based on data
furnished to the Company by such persons as of March 7, 1994, are listed as
follows.
2
<PAGE> 5
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience, Director
Name Age and Other Directorships Since
- ------------------------------------------------------------------------ --------
<S> <C> <C> <C>
NOMINEES FOR THE TERM TO EXPIRE IN 1997
Brent D. Baird 55 Private Investor; formerly Limited 1990
(1) Partner, Trubee, Collins & Co.,
Buffalo, New York, member, New York
Stock Exchange, Inc., for more than
five years; Director of First Carolina
Investors, Inc., First Empire State
Corporation and Todd Shipyards
Corporation
Albert C. Bersticker 59 President and Chief Executive Officer 1992
(3) since May 1991, and President and
Chief Operating Officer from May 1988
to May 1991, and Executive Vice
President and Chief Operating Officer
from January 1986 until April 1988, of
Ferro Corporation, producer of
specialty coatings, plastics,
chemicals and ceramics; Director of
Brush Wellman Corporation, Centerior
Energy Corporation, Ferro Corporation
and KeyCorp (formerly Society
Corporation)
John J. Dwyer 76 Retired President of the Company for 1968
(3) more than five years; Director of
NACCO Industries, Inc.
Ralph D. Ketchum 67 President and Chief Executive Officer of 1992
(2) RDK Capital, Inc., general partner of
RDK Capital Limited Partnership,
acquisition and management of aircraft
industry companies, since 1987;
Director of Thomas Industries, Inc.
</TABLE>
3
<PAGE> 6
w
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience, Director
Name Age and Other Directorships Since
- ------------------------------------------------------------------------ --------
<S> <C> <C> <C>
PRESENT DIRECTORS WHOSE TERM OF OFFICE EXPIRES IN 1996
R. Thomas Green, Jr. 56 Chairman of the Board of Directors, 1992
(1) President and Chief Executive Officer
of the Company since April 1, 1992;
Executive Vice President of the
Company from 1990 until March 31,
1992; and Vice President -- Iron Ore
Operations of the Company from 1984 to
1990
Renold D. Thompson 67 Vice Chairman of the Board of Directors 1973
(3) of the Company since April 1, 1992;
President and Chief Executive Officer
of the Company from May 1982 until
March 31, 1992; Director of The
Lubrizol Corporation and First Union
Management, Inc.
Fred R. White, Jr. 80 Vice Chairman Emeritus of the Board of 1957
Directors of the Company since April
1, 1992; Vice Chairman of the Board of
Directors and Chairman of the
Executive Committee of the Board of
Directors from 1969 until March 31,
1992
PRESENT DIRECTORS WHOSE TERM OF OFFICE EXPIRES IN 1995
Malvin E. Bank 63 Partner, Thompson, Hine and Flory, 1977
(1)(2) Cleveland, Ohio, attorneys, for more
than five years; Director of American
Consumer Products, Inc.
William G. Bares 52 President and Chief Operating Officer 1982
(1)(2) since 1987, and President from 1984 to
1987, of The Lubrizol Corporation,
Cleveland, Ohio, supplier of chemical
additives for use in lubricants and
fuels; Director of The Lubrizol
Corporation, Bearings, Inc. and
KeyCorp (formerly Society
Corporation)
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience, Director
Name Age and Other Directorships Since
- ------------------------------------------------------------------------ --------
<S> <C> <C> <C>
Herbert S. Richey 71 Retired, formerly for more than five 1966
(1)(3) years, President, Richey Coal Company,
Hot Springs, Virginia, coal sales;
Director of The Fairchild Corp.,
Fairchild Industries, Inc. and Sifco
Industries, Inc.
John D. Weil 53 President of Clayton Management Co., St. 1992
(2) Louis, Missouri, investments; Director
of CleveTrust Realty Investors, Cliffs
Drilling Company, Physicians Insurance
Company of Ohio and Todd Shipyards
Corporation.
<FN>
- ---------------
(1) Member of the Executive Committee of the Board of Directors. The Executive
Committee met six times during 1993. The Executive Committee meets each
month in which there is not a regularly scheduled meeting of the Board of
Directors and, in the absence of the Board of Directors, at such other times
as may be necessary to conduct the business of the Company.
(2) Member of the Compensation and Organization Committee. The Compensation and
Organization Committee met three times during 1993 for the purposes of
fixing compensation for executive officers of the Company and considering
corporate organizational matters and employee benefit programs generally.
(3) Member of the Audit Committee. The Audit Committee met twice during 1993 for
the purposes of reviewing with the independent auditors of the Company the
scope and thoroughness of the auditors' examination; considering
recommendations of the independent auditors; reviewing with the independent
auditors and management the adequacy of the Company's systems of internal
accounting controls; and recommending to the Board of Directors the
appointment of independent auditors for the year.
</TABLE>
During 1993, there were four regular and two special meetings of the
Company's Board of Directors, in addition to several meetings of various Board
Committees. No director attended fewer than 75 percent of the Board meetings and
no director attended fewer than 75 percent of the total number of meetings held
by the Board and all Committees of the Board on which he served. Each member of
the Board of Directors who is not also an employee of
5
<PAGE> 8
the Company is compensated at the rate of $12,000 per year, plus $650 for each
Board or committee meeting attended. The Board of Directors does not have a
nominating committee.
The Company and Brent D. Baird are parties to a standstill agreement that,
as to Mr. Baird and his affiliates, limits to 11% the percentage of outstanding
voting securities of the Company that they may own, prohibits them from
participating in a proxy contest in opposition to a majority of the Company's
Board of Directors, limits their right to sell voting securities of the Company,
and requires them to vote at least 75% of their voting securities for the
election as directors of the nominees of the Company's Board of Directors. The
11% ownership limitations will not be affected by increases in percentage caused
solely by reason of the purchase by the Company of its outstanding voting
securities. Pursuant to this agreement, the Company's Board of Directors
nominated Mr. Baird for election as a director at the 1991 Annual Meeting of
Stockholders.
The Company and John D. Weil are parties to a standstill agreement that, as
to Mr. Weil and his affiliates, limits to 11% the percentage of outstanding
voting securities of the Company that they may own, prohibits them from
participating in a proxy contest in opposition to a majority of the Company's
Board of Directors, limits their right to sell voting securities of the Company,
and prohibits them from voting for any director nominee or any Charter or By-law
amendment not recommended by the Company's Board of Directors. The 11% ownership
limitations will not be affected by increases in percentage caused solely by
reason of the purchase by the Company of its outstanding voting securities.
Pursuant to this agreement, the Company's Board of Directors nominated Mr. Weil
for election as a director at the 1992 Annual Meeting of Stockholders.
The following table shows certain information with respect
OWNERSHIP OF to the beneficial ownership of the outstanding shares of
VOTING SECURITIES the Common Stock of the Company on March 7, 1994, by
each director and nominee of the Company and by all of
the Company's directors and officers as a group.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name Ownership Class
------------------------------ ----------------- ----------
<S> <C> <C>
Brent D. Baird 273,500(1) 10.95%
1350 One M&T Plaza
Buffalo, New York 14203
Malvin E. Bank 198,443(2) 7.94%
1100 National City Bank
Bldg.
Cleveland, Ohio 44114
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name Ownership Class
------------------------------ ----------------- ----------
<S> <C> <C>
John D. Weil 274,500(3) 10.99%
509 Olive Street
St. Louis, Missouri 63101
Fred R. White, Jr. 150,720(4) 6.03%
1100 Superior Avenue
Cleveland, Ohio 44114
William G. Bares 200 (5)
Albert C. Bersticker 250 (5)
John J. Dwyer 100 (5)
R. Thomas Green, Jr. 1,110 (5)
Ralph D. Ketchum 300 (5)
Herbert S. Richey 300 (5)
Renold D. Thompson 32,375 1.30%
Directors and officers as a 932,735 37.33%
group, including those
listed above (22 persons)
<FN>
- ---------------
(1) Mr. Baird, together with other reporting persons, as a group, holds sole
voting and sole dispositive power as to 273,500 shares, of which 8,500
(.34%) are held by Mr. Baird individually. As a trustee, Mr. Baird has sole
voting and dispositive power as to 3,000 shares (.12%).
(2) Mr. Bank's shares include 198,443 shares (7.94%) held in various trusts. As
a trustee, Mr. Bank has sole voting and dispositive power as to 136,159
shares (5.45%) and as to 62,284 shares (2.49%) shares the voting power and
the dispositive power with co-trustees. In addition, Mr. Bank shares the
voting power and the dispositive power as to 300 shares (.01%).
(3) Mr. Weil, on behalf of himself and other disclosed persons, reported that he
and such other persons held, as a group, 274,500 shares (10.99%), of which
he held sole voting and sole dispositive power as to 113,600 shares (4.55%)
and shared voting and shared dispositive power as to 17,400 shares (.70%).
(4) Mr. White has sole voting and dispositive power as to 18,000 shares (.72%).
Mr. White also shares voting and dispositive power as to an additional
10,500 shares (.42%) in one capacity and as to an additional 122,220 shares
(4.89%) in another capacity.
(5) Less than .50% of the outstanding shares of Common Stock.
</TABLE>
7
<PAGE> 10
The following table shows certain information with respect to all persons
who, as of March 7, 1994, were known by the Company to beneficially own more
than five percent of the outstanding shares of Common Stock of the Company other
than Mr. Baird, Mr. Bank, Mr. Weil and Mr. White whose beneficial ownership of
shares of the Common Stock of the Company is reported on pages 6 and 7.
<TABLE>
<CAPTION>
Number of
Shares
Beneficially Percent
Name of Owner Owned of Class
- --------------------------------- ------------- --------
<S> <C> <C>
Dimensional Fund Advisors, Inc. 173,500(1) 6.94%
1299 Ocean Avenue
Suite 650
Santa Monica, California 90401
J. Allan Mactier 130,800(2) 5.24%
P.O. Box 12248
Omaha, Nebraska 68112
KeyCorp 267,408(3) 10.70%
127 Public Square
Cleveland, Ohio 44114
The Huntington National Bank 187,697(4) 7.51%
41 South High Street
Columbus, Ohio 43215
<FN>
- ---------------
(1) On February 9, 1994, Dimensional Fund Advisors, Inc. ("DMFA") reported that
it holds sole dispositive power as to 173,500 shares and sole voting power
as to 109,500 shares. Certain officers of DMFA, in their capacities as
officers of DFA Investment Dimensions Group, Inc. (the "Fund") and The
Investment Trust Company (the "Trust"), each a registered open-end
management investment company, have voting power as to an additional 58,700
shares owned by the Fund and 5,300 shares owned by the Trust.
(2) On August 10, 1990, J. Allan Mactier reported that he had sole voting and
sole dispositive power as to 130,800 shares.
(3) On February 8, 1994, KeyCorp (formerly Society Corporation) reported that it
had sole voting power as to 123,429 shares, shared voting power as to 64,329
shares, sole dispositive power as to 157,288 shares, and shared dispositive
power as to 110,120 shares.
(4) On February 14, 1994, The Huntington National Bank reported that it had sole
voting power as to 187,697 shares and shared dispositive power as to 181,397
shares.
</TABLE>
8
<PAGE> 11
The following table sets forth individual compensation
COMPENSATION information for the fiscal year ended December 31, 1993,
OF EXECUTIVE for the Company's chief executive officer and the four
OFFICERS other most highly paid executive officers whose total
annual salary and bonus for the fiscal year ended
December 31, 1993, exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------
(e)
Other (f)
Annual All Other
(a) Compen- Compen-
Name and (b) (c) (d) sation sation
Principal Position Year Salary ($) Bonus ($) ($)(1) ($)(2)
- ------------------------------------- ----- ---------- --------- ------- ---------
<S> <C> <C> <C> <C> <C>
R. Thomas Green, Jr. 1993 $250,000 $90,000 $11,633 $38,885
Chairman, President and 1992 209,985 60,000 8,018 36,441
Chief Executive Officer 1991 162,150 38,000
August F. Bradfish 1993 150,000 -0- 7,910 33,004
(retired January 31, 1994) 1992 143,100 25,000 5,521 27,065
Vice President-Coal and Nonferrous 1991 133,902 25,500
Mining Operations
Richard J. Kessler 1993 140,400 45,000 7,353 30,753
Vice President-Finance and Develop- 1992 131,000 30,000 5,133 24,711
ment and Treasurer 1991 120,918 22,500
John L. Selis 1993 141,000 45,000 7,353 30,834
Vice President-Iron Ore 1992 133,000 25,000 5,133 24,751
1991 120,918 22,500
Frank A. Castle 1993 134,400 30,000 9,238 29,230
(retired December 31, 1993) 1992 130,962 25,000 5,751 26,206
Vice President-General Manager 1991 125,364 22,500
Columbia Transportation Division
<FN>
(1) Represents "gross-up" for taxes in respect of payments by the Company to the
named executives for life insurance premiums.
(2) Includes Company contributions for the named executives under the Company's
Incentive Savings Plan (the "Savings Plan") and the Company's Employee Stock
Ownership Plan (the "ESOP"), respectively (Green -- $4,497 and $15,188;
Bradfish -- $2,998 and $17,356; Kessler -- $2,808 and $16,245; Selis --
$2,820 and $16,314; and Castle -- $2,946 and $17,046), and payments by the
Company to the named executives
</TABLE>
9
<PAGE> 12
for life insurance premiums (Green -- $19,200; Bradfish -- $12,650; Kessler
-- $11,700; Selis -- $11,700; and Castle -- $9,238).
SUPPLEMENTAL SAVINGS AND STOCK OWNERSHIP PLANS. In addition to the Savings
Plan and the ESOP, the Company also maintains the Oglebay Norton Company
Supplemental Savings and Stock Ownership Plan (the "Supplemental Plan"), which
provides supplemental benefits upon retirement or other termination of
employment to certain executive or managerial employees selected to participate
in the Supplemental Plan by the Compensation and Organization Committee of the
Board of Directors. The Supplemental Plan, which is unfunded, provides a benefit
upon retirement or other termination of employment based upon the amount of
Company contributions and forfeitures that would have been allocated to a
participant under the Savings Plan and the ESOP but for certain limitations
imposed by the Internal Revenue Code (the "Code"), taking into consideration the
investment results that would have occurred with respect to such amounts under
the Savings Plan and the ESOP and differing tax treatment available for such
amounts upon distribution. Benefits are payable in cash only at such time and in
such manner as the Compensation and Organization Committee of the Board of
Directors may select from among those methods otherwise available under the
Savings Plan and the ESOP, respectively. Benefits under the Supplemental Plan
are also subject to the conditions that a participant neither engage in
competition with the Company within the 10-year period following his retirement
or other termination of employment nor wrongfully disclose any trade secret of
the Company. Based on current compensation levels, the only named executive
officer eligible for benefits under the Supplemental Plan is Mr. Green who would
be entitled to a benefit of $12,275.
RETIREMENT PLANS. The following table sets forth the annual pension payable
under the Oglebay Norton Company Pension Plan for Salaried Employees (the
"Salaried Plan") and the Company's Excess Benefit Retirement Plan (the "Excess
Benefit Retirement Plan"), at normal retirement age:
10
<PAGE> 13
<TABLE>
<CAPTION>
Estimated Annual Benefit
Final Annual (assuming retirement on January 1, 1994)
Average -----------------------------------------------
Compensation 10 yrs. 20 yrs. 30 yrs. 40 yrs.
- ------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 75,000 ................... $ 11,250 $ 22,500 $ 33,750 $ 45,000
100,000 ................... 15,000 30,000 45,000 60,000
150,000 ................... 22,500 45,000 67,500 90,000
200,000 ................... 30,000 60,000 90,000 120,000
250,000 ................... 37,500 75,000 112,500 150,000
300,000 ................... 45,000 90,000 135,000 180,000
350,000 ................... 52,500 105,000 157,500 210,000
400,000 ................... 60,000 120,000 180,000 240,000
450,000 ................... 67,500 135,000 202,500 270,000
</TABLE>
The amounts shown in the foregoing table represent the annual pension
benefit payable to a participant for life only. The years of benefit service on
December 31, 1993, of the executive officers named in the Summary Compensation
Table on page 9 who participate in the Salaried Plan are as follows: Mr. Green
- -- 28.8 years; Mr. Bradfish -- 17.7 years; Mr. Kessler -- 24.2 years; Mr. Selis
- -- 19.5 years; and Mr. Castle -- 30.9 years.
All officers and salaried employees of the Company are participants in the
Salaried Plan, benefits under which are funded by contributions made by the
Company to a trust fund maintained by an independent trustee. Since the
Company's contributions to the Salaried Plan cannot be separately calculated for
each participant, the Summary Compensation Table does not include any portion of
the Company's contribution to the Salaried Plan for the year ended December 31,
1993. The Salaried Plan provides for a monthly pension benefit based on average
monthly compensation during the 60 consecutive month period during the 120
calendar months preceding retirement that produces the highest average and which
is equal to 1 1/2% of such average monthly compensation multiplied by the
participant's years of benefit service, subject to a minimum formula amount
unrelated to compensation. In no event, however, will annual compensation in
excess of $200,000 (such amount may be adjusted from time to time for increases
in the cost of living) be taken into account in computing benefit amounts under
the Salaried Plan for any year ending after December 31, 1988.
In addition to pension benefits payable upon retirement after reaching age
65, normal retirement age, the Salaried Plan provides benefits upon early
retirement and termination due to the permanent closing of a mine, plant,
division, or department, as well as certain surviving spouse benefits.
Participants are fully vested in their accrued pension benefits after five years
of service. The normal method of payment of pension benefits is a straight life
annuity form.
11
<PAGE> 14
The Excess Benefit Retirement Plan is an unfunded excess benefit retirement
plan that provides benefits to Salaried Plan participants in a monthly amount
equal to the difference between the monthly benefit computed under the Salaried
Plan without regard to the maximum limitations on benefits imposed by Section
415 of the Code and the benefit actually payable from the Salaried Plan. The
Excess Benefit Retirement Plan also provides supplemental benefits to certain
Salaried Plan participants in an amount determined with reference to Salaried
Plan provisions in effect prior to January 1, 1989, in the event the provisions
of the Salaried Plan in effect after December 31, 1988, would result in a lesser
benefit. Based on current compensation levels, Mr. Green will be the only
participant receiving such a supplemental benefit from the Excess Benefit
Retirement Plan, which benefit is estimated to be equal to $1,709 annually
commencing at normal retirement age and continuing for life.
TO THE BOARD OF DIRECTORS: The Compensation
REPORT OF THE and Organization Committee of the Board
COMPENSATION COMMITTEE of Directors of the Company has sought to
ON EXECUTIVE compensate executive officers of the Company
COMPENSATION in a manner that reflects each officer's
contribution to the long-term success of the
Company. The compensation policy has been designed to attract and retain those
executive officers who are able to make significant contributions to both the
longer-term and short-term success of the Company. In 1993, an executive
officer's annual compensation package, including that of the Chief Executive
Officer, was comprised of an annual salary and an annual bonus.
ANNUAL SALARY. Executive officers' annual salaries, including that of the
Chief Executive Officer (subject to the terms of his employment agreement
discussed below), were set by the Committee after consideration of several
factors. Most importantly, the Company's financial performance, and its business
and financial prospects for the coming years were considered. The impact of
general economic conditions on these factors was also considered. Further, each
executive officer's, including the Chief Executive Officer's, contribution to
the Company's performance in 1993 and the Company's prospects for the future are
reviewed. A determination is also made as to whether or not each executive
officer, including the Chief Executive Officer, achieved satisfactory
performance and business plan objectives. Salaries for comparable positions with
other companies which compete in similar markets and businesses were also
considered. This comparison group of companies is not identical to those
companies included in the ValueLine Composite Index or the S&P 500 Composite
Index, both of which indices are used in graph showing the 5 year cumulative
total shareholder return on page 15. These indices are broad based composites of
companies with comparable market capitalization and size; they do not
necessarily include companies
12
<PAGE> 15
competing in the same businesses as does the Company. Nor do they necessarily
include companies that would compete for the talent and executive skills that
the Company desires to retain. Consequently, for purposes of annual salary
determinations, the Committee has focused on companies competing in the same
businesses and for the same executive talent as does the Company.
Executive officers, including the Chief Executive Officer, who make
positive contributions to the prospects of the Company and who meet specified
objectives, will be awarded an annual salary that the Committee believes will
reward that officer for his or her prior contributions to the success of the
Company and assure that the officer will remain with the Company and continue to
make positive contributions. With respect to 1993, the Committee reviewed
executive officer salaries and recommended to the Board that selected
adjustments be made, based on an overall assessment of individual executive
officer performance and the assumption of new responsibilities on the part of
certain executive officers.
ANNUAL BONUSES. In addition to annual salary, the Committee may award
bonuses to executive officers, including the Chief Executive Officer. If Company
earnings, based on fiscal year results, achieve a level that, in the discretion
of the Committee, warrants the establishment of a bonus pool such a pool will be
established. Bonuses may be awarded to individual executive officers, including
the Chief Executive Officer, from this pool at the discretion of the Committee.
While the amount of the aggregate bonus pool is determined solely with reference
to the Company's fiscal year results, an individual executive officer's share of
that bonus pool, including that of the Chief Executive Officer, will be
determined with reference to that officer's contribution to those results and
the attainment of satisfactory performance and business plan objectives. In
determining the 1993 bonus amounts, the Committee reviewed the Company's
financial performance, focusing in particular on income from operations, and
executive officer performance evaluations. As a result, bonuses were awarded to
executive officers, including the Chief Executive Officer.
CHIEF EXECUTIVE OFFICER. For Mr. Green, the Company's Chief Executive
Officer, the Committee recommended for approval by the Board of Directors an
annualized salary of $250,000. See the discussion below under the heading
"Agreement With Officer" on page 16 regarding the terms of Mr. Green's
employment agreement with the Company, which among other things, provides for a
minimum base salary of $225,000. Mr. Green's new base salary became effective
January 1, 1993. In recommending this salary, the Committee considered Mr.
Green's performance in executing the new strategic plan, the Company's financial
performance and his salary level relative to the salary levels of other Chief
Executive Officers in companies which compete in similar markets and businesses.
Additionally, Mr. Green received a bonus of $90,000 for 1993. In determining his
bonus award, the Committee
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<PAGE> 16
considered the Company's increase in income from operations during 1993, his
overall contributions to the Company performance, as well as his leadership in
executing the Company's new strategic plan.
NEW COMPENSATION POLICY. The Committee has approved a new officer
compensation program that directly links officer pay with performance beginning
in 1994. The new program is based on the attainment of specific profit goals by
the Company and its business units, and individual participant goals.
FEDERAL INCOME TAX REGULATIONS. The recently enacted Revenue Reconciliation
Act of 1993 precludes a publicly-held corporation from taking a deduction for
certain compensation in excess of $1 million paid or accrued with respect to the
executive officers of the Company. While these regulations are not currently
expected to have an impact on the deductibility of compensation paid by the
Company, the Committee will adopt, if necessary, a policy with respect to
compensation paid to its executive officers for deductibility under these
Federal income tax regulations.
This report was prepared and adopted by the Compensation and Organization
Committee of the Board of Directors of Oglebay Norton Company, none of whose
members is a former or current officer or employee of the Company or any of its
subsidiaries.
COMPENSATION AND
ORGANIZATION COMMITTEE
William G. Bares, Chairman
Malvin E. Bank
Ralph D. Ketchum
John D. Weil
February 16, 1994
COMPARISON OF FIVE YEAR CUMULATIVE RETURN. The following graph shows a
five-year comparison of cumulative total shareholder return for the Company, S&P
500 Composite Index and ValueLine Composite Index. The graph assumes dividend
reinvestment and that the value of the Company's shares of Common Stock and each
index was $100 as of December 31, 1988.
14
<PAGE> 17
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN -- OGLEBAY NORTON COMPANY,
S&P 500 COMPOSITE INDEX AND VALUELINE COMPOSITE INDEX
<TABLE>
<CAPTION>
S&P 500 VALUELINE
MEASUREMENT PERIOD OGLEBAY NOR- COMPOSITE COMPOSITE
(FISCAL YEAR COVERED) TON COMPANY INDEX INDEX
<S> <C> <C> <C>
1988 100.00 100.00 100.00
1989 138.20 131.60 111.22
1990 119.79 127.51 84.26
1991 119.79 166.18 107.20
1992 99.64 178.79 114.65
1993 100.00 196.66 126.94
</TABLE>
OFFICER AGREEMENTS EFFECTIVE UPON "CHANGE IN CONTROL". The Company has
entered into separate agreements (collectively the "Officer Agreements") with
the named executive officers referred to in the Summary Compensation Table. The
Officer Agreements are designed to retain these officers and provide for
continuity of management in the event of any actual or threatened change in
control of the Company. Each Officer Agreement only becomes operative if a
"Change in Control" of the Company (as defined in the Officer Agreements) occurs
while the officer is in the employ of the Company.
Each Officer Agreement provides that, following a Change in Control, the
named executive officer will be entitled to continued employment with the
Company or to continuing compensation in lieu of continuing employment for a
specified period at a rate equal to the highest of (i) the rate in effect
immediately before the Change in Control, (ii) the rate in effect two years
before the Change in Control, or (iii) such greater rate as the Company may
determine. Each Officer Agreement also provides for a continuance at not less
than present levels of employee benefits generally available to executives
immediately before the Change in Control. Following a Change in Control, if an
officer (i) is terminated by the Company without "cause" (as defined in the
Officer Agreements) or (ii) terminates his employment for "good reason" (as
defined in the Officer Agreements), he will be entitled, until the last to occur
of (i) the end of the Contract Period and (ii) the date six
15
<PAGE> 18
months after the termination, to his base salary at the highest rate payable
during the Contract Period (as defined in the Officer Agreements) plus
participation in specified employee benefit plans as if he continued as an
executive officer of the Company. The officer is obligated to endeavor to
mitigate damages by seeking comparable employment elsewhere and, to the extent
he receives compensation and benefits from another employer, the foregoing
payments and benefits provided by the Company will be reduced. In each Officer
Agreement, the officer agrees that he will forfeit the foregoing payments and
benefits if he engages in "competition" with the Company during the period that
any payments are made or benefits are provided under the Officer Agreement and
agrees not to disclose to others, either while in the employ of the Company or
thereafter, any confidential information relating to the Company. For each of
the named executive officers who is a party to an Officer Agreement, the
contract period is 30 months from the date of the Change in Control of the
Company. Each Officer Agreement provides that the benefits to the named
executive officer will be reduced if and to the extent necessary to prevent the
treatment of any portion of the benefits as an excess parachute payment under
Sections 280G and 4999 of the Code.
AGREEMENT WITH OFFICER. In February 1992, the Company entered into an
employment agreement with R. Thomas Green, Jr. The agreement has an initial
three-year term unless terminated by either party upon certain conditions. The
agreement provides for an annual base salary of not less than $225,000 and
participation in the Company's benefit plans available to executive officers
generally, including the Excess Benefit Retirement Plan. In the event that the
agreement is terminated prior to March 31, 1995, by the Company without "cause"
(as defined in the agreement) or by the employee for "good reason" (as defined
in the agreement), the Company is generally obligated to continue to pay and
provide to Mr. Green the base salary and benefits otherwise provided for under
the agreement through March 31, 1995. In the event of a Change in Control of the
Company that results in Mr. Green becoming entitled to benefits under both his
Officer Agreement and the early termination provisions of the employment
agreement, Mr. Green shall be entitled to the payments and benefits under
whichever agreement is most favorable to him, but he shall not be entitled to
double payments with respect to any calendar period.
IRREVOCABLE TRUST AGREEMENTS. The Company has established two irrevocable
trusts to provide additional assurances to former and current officers and
executives of the Company who are or may become entitled to benefits under
various executive benefit plans and contracts with the Company that benefits
under those plans and contracts will be paid when due. Irrevocable Trust
Agreement I is intended to provide such additional assurances with respect to
benefits under salary continuation and post-retirement death benefit plans as
well as under a 1974 Supplemental Retirement Plan, all of the participants in
which have already
16
<PAGE> 19
retired from the service of the Company. Irrevocable Trust Agreement II is
intended to provide such additional assurances with respect to benefits or other
payments due under the Excess Benefit Retirement Plan, the Supplemental Plan,
the employment agreement with Mr. Green, an employment agreement with a former
executive officer of the Company, and the Officer Agreements. The Company has
contributed certain Company-owned life insurance policies to the trust held
under Irrevocable Trust Agreement I but has not contributed any other
significant assets to either of the trusts. At the discretion of the Executive
Committee of the Board of Directors, the Company may contribute additional
assets to either or both trusts. Any assets held in either trust will be subject
to the claims of the Company's general creditors so long as the assets remain in
the trust. Until benefits are paid out of one of the trusts, an executive will
have no right with respect to those assets and his status as an unsecured
creditor of the Company will remain unchanged. If the funds in the trusts are
insufficient to pay amounts due under a plan or agreement, the Company will
remain obligated to pay those amounts.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. Malvin E.
Bank, a member of the Compensation and Organization Committee of the Board of
Directors of the Company, is a partner of the law firm of Thompson, Hine and
Flory, Cleveland, Ohio, which provided legal services to the Company in 1993 and
continues to provide such services in 1994.
CERTAIN TRANSACTIONS. In December 1990, the Company entered into a Loan
Agreement pursuant to which it could obtain loans totaling $92.5 million from
Society National Bank ($25 million), The Bank of Nova Scotia ($22.5 million),
NBD Bank, N.A. (formerly National Bank of Detroit) ($22.5 million), Comerica,
Inc. (formerly Manufacturers National Bank of Detroit) ($12.5 million) and
Huntington National Bank ($10.0 million). During 1993, aggregate interest and
fee payments under the Loan Agreement amounting to $853,011, $745,210, $745,210,
$414,006 and $331,205 were made to Society National Bank, The Bank of Nova
Scotia, NBD Bank, N.A., Comerica, Inc. and Huntington National Bank,
respectively. Messrs. Bares and Bersticker are directors of Society National
Bank's parent corporation, KeyCorp (formerly Society Corporation).
Central Silica Company, a wholly owned subsidiary of the Company sells
ground silica to Ferro Corporation and purchases heavy density grinding media
and ceramic mill lining from Ferro Corporation. Mr. Bersticker is the President
and Chief Executive Officer of Ferro Corporation. During the fiscal year ended
December 31, 1993, total sales to and purchases from Ferro Corporation by
Central Silica Company were $137,837 and $154,350, respectively.
17
<PAGE> 20
Ernst & Young has been appointed as the Company's
INDEPENDENT independent auditors for the fiscal year ending December
AUDITORS 31, 1994, pursuant to the recommendation of the Company's
Audit Committee. A representative of Ernst & Young is
expected to be present at the meeting with an opportunity to make a statement if
he desires to do so and to respond to appropriate questions with respect to that
firm's examination of the Company's financial statements and records for the
fiscal year ended December 31, 1993.
The 1995 Annual Meeting of Stockholders is presently
1995 ANNUAL scheduled to be held on April 26, 1995. The deadline for
MEETING stockholders to submit proposals to be considered for
inclusion in the proxy statement for that meeting is
November 30, 1994.
The Annual Report of the Company for the year ended
ANNUAL REPORT December 31, 1993, is being mailed to each stockholder
with this Proxy Statement.
By Order of the
Board of Directors
DAVID A. KUHN,
Secretary and General Counsel
March 31, 1994
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<PAGE> 21
OGLEBAY NORTON COMPANY
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 1994
At the Annual Meeting of Stockholders of Oglebay Norton Company
to be held on April 27, 1994, and at any adjournment thereof, Malvin
E. Bank, William G. Bares, and Renold D. Thompson, and each of them,
are hereby authorized to represent me and to vote my shares on the
following:
1. Electing four directors of the class whose terms in office will
expire in 1997. The nominees of the Board of Directors are: Brent
D. Baird, Albert C. Bersticker, John J. Dwyer, and Ralph D.
Ketchum. Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the following
line:
--------------------------------------------------------------------
2. Any other matters that may properly come before the meeting.
(Continued and to be signed on reverse side)
(Continued from reverse side)
UNLESS OTHERWISE SPECIFIED ABOVE, THE PROXY WILL BE VOTED FOR
THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED.
Signed this day of , 1994
---------------------------
(Stockholder sign here)
Please sign exactly as your
name appears on this Proxy.
If signer is a corporation,
please sign full
corporation name by
authorized officer.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Please date, sign, and mail promptly in enclosed envelope.
No postage required.
<PAGE> 22
OGLEBAY NORTON COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
PARTICIPANT VOTING INSTRUCTIONS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 1994
TO: NATIONAL CITY BANK, TRUSTEE (THE "TRUSTEE") UNDER TRUST
AGREEMENT FOR OGLEBAY NORTON COMPANY EMPLOYEE STOCK OWNERSHIP
PLAN AND TRUST AS AMENDED (THE "PLAN")
Pursuant to Article VI, Section 6.6 of the Plan, the
undersigned, as a Participant or Beneficiary under the Plan,
hereby instructs the Trustee to vote (in person or by proxy) all
allocated shares of Common Stock of Oglebay Norton Company held
in the General Fund under the Plan on the undersigned's behalf
on the record date in the following manner:
1. Electing four directors of the class whose terms in office will
expire in 1997. The nominees of the Board of Directors are: Brent
D. Baird, Albert C. Bersticker, John J. Dwyer, and Ralph D.
Ketchum. Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the following
line:
--------------------------------------------------------------------
2. On any other matters that may properly come before the meeting,
in accordance with the provisions of the Plan.
(Continued and to be signed on reverse side)
(Continued from reverse side)
I UNDERSTAND THAT, UNLESS OTHERWISE SPECIFIED ABOVE, THE SHARES
HELD ON MY BEHALF UNDER THE PLAN WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF THE NOMINEES LISTED.
Signed this day of , 1994
---------------------------
(Participant or Beneficiary
sign here)
YOU MUST SIGN THESE INSTRUCTIONS AND PROMPTLY RETURN THEM TO THE
TRUSTEE IN THE ENCLOSED ENVELOPE TO DIRECT THE VOTING OF THE SHARES
HELD ON YOUR BEHALF UNDER THE PLAN.
