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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
AMENDMENT NO. 3 TO
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OGLEBAY NORTON COMPANY
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(Exact name or registrant as specified in its charter)
DELAWARE 34-0158970
- ----------------------------------------- --------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1100 Superior Avenue Cleveland, Ohio 44114-2598
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(Address of principal executive offices) (ZIP Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Rights issued under Amended and Restated Rights Agreement, dated as of
February 22, 1989, as subsequently amended.
- ----------------------------------------------------------------------
(Title of Class)
Index on sequential page 3
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 2. EXHIBITS.
Exhibit Exhibit Sequential
Number Description Page No.
- ------- ------------------------------------- ----------
4(b) Amended and Restated Rights Agreement, Incorporated
dated as of February 22, 1989, between by reference to
Registrant and Ameritrust Company Exhibit 4(b) to
National Association, Rights Agent Annual Report
(the "Rights Agent"); First Amendment on Form 10-K
to Rights Agreement, dated as of June for year ended
10, 1991, between Registrant and the 12/31/93
Rights Agent; and Second Amendment to
Rights Agreement, dated as of March 2,
1992, between Registrant and the Rights
Agent
4(c) Third Amendment to Rights Agreement,
dated as of August 31, 1994, between
Registrant and Society National Bank,
successor by merger to Ameritrust
Company National Association, as Rights
Agent
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
OGLEBAY NORTON COMPANY
Date: September 26, 1994 By /s/ R. Thomas Green, Jr.
--------------------------------
Title: Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Exhibit Sequential
Number Description Page No.
- ------- ------------------------------------- ----------
4(b) Amended and Restated Rights Agreement, Incorporated
dated as of February 22, 1989, between by reference to
Registrant and Ameritrust Company Exhibit 4(b) to
National Association, Rights Agent Annual Report
(the "Rights Agent"); First Amendment on Form 10-K
to Rights Agreement, dated as of June for year ended
10, 1991, between Registrant and the 12/31/93
Rights Agent; and Second Amendment to
Rights Agreement, dated as of March 2,
1992, between Registrant and the Rights
Agent
4(c) Third Amendment to Rights Agreement,
dated as of August 31, 1994, between
Registrant and Society National Bank,
successor by merger to Ameritrust
Company National Association, as Rights
Agent
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THIRD AMENDMENT
TO
RIGHTS AGREEMENT
THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is entered into
as of August 31, 1994, between Oglebay Norton Company, a Delaware corporation
(the "Company"), and Society National Bank, successor by merger to and formerly
known as Ameritrust Company National Association, as Rights Agent (the "Rights
Agent"). This Amendment modifies and amends the Amended and Restated Rights
Agreement, dated as of February 22, 1989, between the Company and the Rights
Agent (the "Rights Agreement").
IN CONSIDERATION OF the premises and mutual agreements herein set forth,
the Company and the Rights Agent agree as follows:
1. Amendment of Section 1(d)(iv). Section 1(d)(iv) of the Rights
Agreement is amended to read as follows:
"(iv) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or any of such
Person's Affiliates or Associates has any agreement, arrangement or
understanding (whether or not in writing) (except an agreement,
arrangement or understanding with the Company that either is approved
by the Board of Directors before a Shares Acquisition Date or is
approved by a majority of the Continuing Directors on or after the
Shares Acquisition Date) for the purpose of acquiring, holding, voting
(except pursuant to a revocable proxy as described in subparagraph
(iii) of this paragraph (d)) or disposing of any securities of the
Company, PROVIDED, HOWEVER, that a Person shall not be
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deemed to be the Beneficial Owner of or to "beneficially own" any
security under this subparagraph (iv) until such time subsequent to
the formation of the agreement, arrangement or understanding as the
Person or such Person's Affiliates or Associates (A) acquires at
least one additional share of Common Stock or (B) establishes an
agreement, arrangement or understanding with an additional Person
(whether or not in writing) for the purpose of acquiring, holding,
voting (except pursuant to a revocable proxy as described in
subparagraph (iii) of this paragraph (d)) or disposing of any
securities of the Company."
2. Amendment of Section 11(a)(ii)(A).
Clause (A) of Section 11(a)(ii) of the Rights Agreement is amended to read
as follows:
"(A) any Person (other than the Company, any
Subsidiary, any employee benefit plan or employee stock ownership plan
of the Company or of any Subsidiary or any Person organized, appointed
or established by the Company or any Subsidiary for or pursuant to the
terms of any such plan), alone or together with any of its Affiliates
or Associates, (1) becomes the Beneficial Owner of 20% or more of the
Common Stock of the Company then outstanding and (2) there is a public
announcement (by press release, filing made with the Securities and
Exchange Commission or otherwise) that such Person, alone or together
with any of its Affiliates or Associates, has become the Beneficial
Owner thereof, or"
3. Effectiveness. This Amendment shall be deemed to
be in force and effective as of the date hereof. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall otherwise be
unaffected hereby.
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4. Miscellaneous.
(a) This Amendment shall be binding upon and shall
inure to the benefit of each of the parties and their respective successors and
assigns.
(b) Unless otherwise defined herein, each of the
defined terms used herein shall have the same meaning given to it in the Rights
Agreement.
(c) This Amendment shall be deemed to be a contract
made under the substantive laws of the State of Ohio and for all purposes shall
be governed by and construed in accordance with the internal substantive laws
of the State of Ohio applicable to contracts to be made and performed entirely
within the State of Ohio.
IN WITNESS WHEREOF, the Company and the Rights Agent
have caused this Amendment to be duly executed as of the day and year first
above written.
OGLEBAY NORTON COMPANY
By: /s/ R. Thomas Green, Jr.
--------------------------------
Title: Chairman, President and
Chief Executive
SOCIETY NATIONAL BANK, successor
by merger to and formerly
known as AMERITRUST COMPANY
NATIONAL ASSOCIATION
By: /s/ Caroline Lukez-Byrne
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Title: Assistant Vice President
