<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
OGLEBAY NORTON COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):_____________
(4) Proposed maximum aggregate value of transaction:_______________________
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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:____________________________________________________________
================================================================================
<PAGE> 2
OGLEBAY NORTON COMPANY
1100 SUPERIOR AVENUE CLEVELAND, OHIO 44114-2598
[OGLEBAY NORTON CORPORATION LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 1995
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 26, 1995, 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
1998;
2. To approve the Oglebay Norton Company Director Stock Plan; and
3. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 6, 1995, 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 G. SLEZAK,
Secretary and Director of Legal
Affairs
March 31, 1995
<PAGE> 3
OGLEBAY NORTON COMPANY
1100 SUPERIOR AVENUE CLEVELAND, OHIO 44114-2598
PROXY STATEMENT
ANNUAL MEETING, APRIL 26, 1995
This Proxy Statement is being mailed on March 31, 1995, 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 26, 1995. 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 purposes of
PURPOSES OF electing directors of the class whose terms in office
ANNUAL MEETING will expire in 1998 and to approve the Oglebay Norton
Company Director Stock Plan (the "Director Stock Plan").
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 three
nominees listed below and for adoption of the Director Stock Plan. 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. Messrs. Malvin E. Bank, William
G. Bares, and John D. Weil were elected for three-year terms by the
stockholders at the Annual Meeting of Stockholders held in 1992. 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
meeting 2,491,226 shares of Common Stock, each of which is
VOTING entitled to one vote. The Board of Directors has fixed
SECURITIES the close of business on March 6, 1995, 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 eleven directors, four of whom are in the class of 1995
DIRECTORS (three of whom will be elected at this Annual Meeting to
a term expiring in 1998), four of whom will be elected in
1996, and three of whom will be elected in 1997. Mr.
Richey, a director of the Company whose term expires on the date of this Annual
Meeting, will retire from service on the Company's Board of Directors on that
date. Effective upon his retirement, the size of the Company's Board of
Directors will be reduced from
2
<PAGE> 5
eleven to ten members, and the class of directors whose term expires in 1995
(and which will be elected to a term expiring in 1998) will be reduced from
four to three members. 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 1998, 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 6, 1995, are listed as
follows.
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience, Director
Name Age and Other Directorships Since
---- --- ----------------------- --------
<S> <C> <C> <C>
NOMINEES FOR THE TERM TO EXPIRE IN 1998
Malvin E. Bank 64 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 53 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 Corpora-
tion).
John D. Weil 54 President of Clayton Management Co., St. 1992
(2)(4) Louis, Missouri, investments; Director
of CleveTrust Realty Investors, Cliffs
Drilling Company, Physicians Insurance
Company of Ohio, Todd Shipyards
Corporation and Southern Investors
Service Co. Inc.
</TABLE>
3
<PAGE> 6
<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 1997
Brent D. Baird 56 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, Todd Shipyards
Corporation, Exolon-Esk, Inc. and
Merchants Group, Inc.
Albert C. Bersticker 60 President and Chief Executive Officer 1992
(3)(4) 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 77 Retired President of the Company for 1968
(3) more than five years; Director of
NACCO Industries, Inc.
Ralph D. Ketchum 68 President and Chief Executive Officer of 1992
(2)(4) RDK Capital, Inc., general partner of
RDK Capital Limited Partnership,
acquisition and management of aircraft
industry companies, for more than five
years; Director of Thomas Industries,
Inc., Pacific Scientific Company and
Lithium Technologies, Inc.
</TABLE>
4
<PAGE> 7
<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. 57 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 68 Vice Chairman of the Board of Directors 1973
(3)(4) 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. 81 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
DIRECTOR WHOSE TERM OF OFFICE EXPIRES IN 1995
Herbert S. Richey 72 Vice President and Director, Washington 1966
(1)(3) Energy Processing, Inc., technology
for recovery of waste coal, for more
than five years; President, Richey
Coal Company, Hot Springs, Virginia,
coal sales December 31, 1988 until
December 31, 1993; Director of The
Fairchild Corp., Fairchild Industries,
Inc. and Sifco Industries, Inc.
<FN>
---------------
(1) Member of the Executive Committee of the Board of Directors. The Executive
Committee met five times during 1994. The Executive Committee meets each
month in which there is not a regularly scheduled or special meeting of the
Board of Directors
</TABLE>
5
<PAGE> 8
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 six times during 1994 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 four times during
1994 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; recommending to the Board of Directors the appointment
of independent auditors for the year; and for reviewing management reports
on operational controls.
(4) Member of the Director Search Committee. The Director Search Committee was
formed by the Board of Directors on February 22, 1995 to develop a list of
candidates for consideration for membership on the Board, to determine the
skills, experience and qualities of candidates for director of the Company,
and to recommend and nominate candidates to fill vacant or newly-created
directorships. Since the Committee was not formed until February 22, 1995,
there were no meetings during 1994. The Committee does not consider nominees
recommended by security holders.
During 1994 there were six regular and three 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
all Committee meetings of the Board on which he served. Each member of the Board
of Directors who is not also an employee of the Company was compensated at the
rate of $12,000 per year, plus $650 for each Board or committee meeting attended
during 1994. For 1995 and succeeding years, compensation for each member of the
Board who is not also an employee was adjusted by changing the fee for
attendance at each Board or Committee meeting from $650 to $750. Additionally,
if approved by the Stockholders at this Annual Meeting, each non-employee
Director of the Company will receive annual stock grants under the Company's
Director Stock Plan. See the discussion below under the heading "Proposal to
Approve The Oglebay Norton Company Director Stock Plan."
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
6
<PAGE> 9
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 6, 1995, by each
director and nominee of the Company, certain executive
officers 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) 10.98%
1350 One M&T Plaza
Buffalo, New York 14203
Malvin E. Bank 193,494(2) 7.77%
1100 National City Bank
Bldg.
Cleveland, Ohio 44114
John D. Weil 274,500(3) 11.02%
509 Olive Street
St. Louis, Missouri 63101
Fred R. White, Jr. 150,720(4) 6.05%
1100 Superior Avenue
Cleveland, Ohio 44114
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name Ownership Class
---- ----------------- ----------
<S> <C> <C>
William G. Bares 200 (6)
Albert C. Bersticker 250 (6)
John J. Dwyer 100 (6)
R. Thomas Green, Jr. 5,753(5) (6)
Ralph D. Ketchum 1,000 (6)
Herbert S. Richey 300 (6)
Renold D. Thompson 32,375 1.30%
John L. Selis 3,652(5) (6)
Richard J. Kessler 4,042(5) (6)
Stuart H. Theis 527(5) (6)
H. William Ruf 2,820(5) (6)
Directors and officers as a 950,152(5) 38.14%
group, including those
listed above (20 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 193,494 shares (7.77%) held in various trusts. As
a trustee, Mr. Bank has sole voting and dispositive power as to 129,259
shares (5.19%) and, as to 64,235 shares (2.59%), shares the voting power and
the dispositive power with co-trustees.
(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 (11.02%), of which
he held sole voting and sole dispositive power as to 119,200 shares (4.78%)
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
(4.91%) in another capacity.
(5) Includes the following numbers of shares, rounded to the nearest whole
share, beneficially owned by the following named executives under the
Company's Employee Stock Ownership Plan ("ESOP") as of December 31, 1994:
Green -- 3,943 shares;
</TABLE>
8
<PAGE> 11
Selis -- 3,452 shares; Kessler -- 3,442 shares; Theis -- 327 shares; Ruf --
2,813 shares. The amount of shares held by Directors and officers as a
group includes 20,896 shares, rounded to the nearest whole share,
beneficially owned by such individuals in the ESOP as of December 31, 1994.
(6) Less than 1% of the outstanding shares of Common Stock.
The following table shows certain information with respect to all persons
who, as of March 6, 1995, 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 page 7.
<TABLE>
<CAPTION>
Number of
Shares
Beneficially Percent
Name of Owner Owned of Class
------------- ------------- --------
<S> <C> <C>
J. Allan Mactier 130,800(1) 5.25%
P.O. Box 12248
Omaha, Nebraska 68112
KeyCorp 267,408(2) 10.73%
127 Public Square
Cleveland, Ohio 44114
The Huntington National Bank 175,098(3) 7.03%
41 South High Street
Columbus, Ohio 43215
<FN>
---------------
(1) On August 10, 1990, J. Allan Mactier reported that he had sole voting and
sole dispositive power as to 130,800 shares (5.25%).
(2) On February 14, 1995, KeyCorp (formerly Society Corporation) reported that
it had sole voting power as to 171,072 shares (6.87%), shared voting power
as to 65,130 shares (2.61%), sole dispositive power as to 210,632 shares
(8.45%), and shared dispositive power as to 102,820 shares (4.13%).
(3) On February 14, 1995, The Huntington National Bank reported that it had sole
voting power as to 175,098 shares (7.03%) and shared dispositive power as to
169,323 shares (6.80%).
</TABLE>
9
<PAGE> 12
The following table sets forth individual compensation
COMPENSATION information for the fiscal year ended December 31, 1994,
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, 1994, 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. 1994 $250,000 $168,000 $16,638 $45,717
Chairman, President and 1993 250,000 90,000 11,633 $38,885
Chief Executive Officer 1992 209,985 60,000 8,018 36,441
John L. Selis 1994 141,000 65,000 8,879 27,320
Vice President -- Iron Ore 1993 141,000 45,000 7,353 30,834
1992 133,000 25,000 5,133 24,751
Richard J. Kessler 1994 140,400 62,000 8,879 27,254
Vice President -- Finance 1993 140,400 45,000 7,353 30,753
and Development 1992 131,000 30,000 5,133 24,711
Stuart H. Theis 1994 120,000 61,000 -0- 13,294
Vice President -- Marine 1993 91,385 25,000 -0- 1,828
Transportation 1992 N/A N/A N/A N/A
H. William Ruf 1994 117,017 49,000 7,561 21,813
Vice President -- Administrative 1993 107,100 35,000 7,159 23,984
and Legal Affairs 1992 103,500 15,000 3,394 18,463
<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 -- $3,000 and $13,617;
Selis -- $2,820 and $12,800; Kessler -$2,808 and $12,746; Theis -- $2,400
and $10,894; Ruf -- $2,340 and $10,623); payments by the Company to the
named executives for life insurance premiums (Green -- $19,200;
Selis -- $11,700; Kessler -- $11,700; Ruf --
</TABLE>
10
<PAGE> 13
$8,850); and contributions in the amount of $9,900 by the Company for Mr.
Green under the Supplemental Savings and Stock Ownership Plan.
Supplemental Savings and Stock Ownership Plan. 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 $26,325.
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 and TRA Supplemental Benefit
Retirement Plan (the "Excess Benefit Retirement Plan") at normal retirement age:
11
<PAGE> 14
<TABLE>
<CAPTION>
Estimated Annual Benefit
Final Annual (assuming retirement on January 1, 1995)
Average ----------------------------------------------
Compensation 10 yrs. 20 yrs. 30 yrs. 40 yrs.
------------ ------- -------- -------- --------
<C> <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
500,000 ..... ............. 75,000 150,000 225,000 300,000
550,000 ..... ............. 82,500 165,000 247,500 330,000
</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, 1994 of the executive officers named in the Summary Compensation
Table on page 10 who participate in the Salaried Plan are as follows: Mr.
Green -- 29.6 years; Mr. Selis -- 20.5 years; Mr. Kessler -- 25.2 years; Mr.
Theis -- 2.0 years; and Mr. Ruf -- 29.7 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,
1994. 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, or $150,000 (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, or
December 31, 1993, respectively.
In addition to pension benefits payable upon retirement after reaching
normal retirement age (age 65 or five years of plan participation, whichever is
later), 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
12
<PAGE> 15
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.
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, and maximum covered compensation under Section 401(a)(17), 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 $3,250 annually commencing at normal
retirement age and continuing for life.
The Compensation and Organization Committee of
the Board of Directors of the Company (the
REPORT OF THE "Committee") seeks to compensate executive
COMPENSATION COMMITTEE officers of the Company in a manner that
ON EXECUTIVE reflects each officer's contribution to the
COMPENSATION long term success of the Company. The
compensation policy is designed to attract and
retain those executive officers who are able
to make significant contributions to both the long-term and short-term success
of the Company. In 1994 executive officers' annual compensation packages,
including that of the Chief Executive officer, were 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 contribution to the Company's performance in 1994, including
that of the Chief Executive Officer, and the Company's prospects for the future
were reviewed. A determination was 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 with sales and
revenues similar to that of the Company were also considered. This comparison
group of companies is not
13
<PAGE> 16
identical to those companies included in the ValueLine Composite Index or the
S&P 500 Composite Index, both of which indices are used in the graph showing the
5-year cumulative total shareholder return on page 17. These indices are
broad-based composites of companies with comparable market capitalization and
size. They do not necessarily include companies 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.
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 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 1994, 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.
Incentive Compensation. Beginning with the year ended December 31, 1994, in
addition to annual salary, executive officers, including the Chief Executive
Officer, were eligible to receive cash bonuses under the Company's Annual
Incentive Plan (the "Incentive Plan"). The Incentive Plan was adopted by the
Committee in February 1994 and was effective for the year that began on January
1, 1994. The Incentive Plan is designed to directly link executive officer
compensation with both corporate and individual performance.
Under the Incentive Plan, the Committee establishes corporate, business
unit and individual performance measures, such as income from operations or
return on assets or achievement of specified corporate or business unit
strategic objectives, for the coming year. The Committee also establishes
specific performance goals applicable to each such measure. The amount of the
incentive award under the Incentive Plan, if any, to a participant, including
the Chief Executive Officer, is based on the participant's target award level,
the weightings assigned to each corporate, business unit and individual
performance measure applicable to the participant and achievement of those
goals.
Target awards are determined with reference to the participant's base
salary. The target award for the Chief Executive Officer is 50% of base salary;
and for senior executive and other officers, 15 to 35% of base salary. Actual
awards may range from 0% to 150% of target awards, depending on the extent to
which performance goals are met or exceeded. If threshold performance goals are
not achieved, no award may be made under the Incentive Plan. Notwithstanding the
amount of any incentive award otherwise payable under the
14
<PAGE> 17
Incentive Plan, the Committee may increase or decrease the amount of the award
by a maximum of 25%.
The corporate and business unit performance measures for 1994 under the
Incentive Plan were corporate income from operations and business unit operating
profit, respectively. For corporate participants, the corporate performance
measure accounted for 75% of the 1994 award and the individual performance
measures represented 25%. For business unit participants, corporate performance,
business unit performance and individual performance accounted for 35%, 50% and
15%, respectively, of the 1994 award.
Corporate and most business unit performance goals were exceeded in 1994
and, excluding the award to the Chief Executive Officer, awards for the
executive officers under the Incentive Plan for 1994, after giving effect to the
applicable weightings and achievement or non-achievement, as the case may be, of
individual performance goals, ranged from 52% to 146% of the individual
executive officers' target awards.
Chief Executive Officer. For Mr. Green, the Company's Chief Executive
Officer, the Committee recommended for approval by the Board of Directors a base
salary of $250,000, effective January 1, 1994. As discussed below under the
heading "Agreement With Officer" on page 18, Mr. Green is entitled to a minimum
base salary of $225,000 under his employment agreement with the Company. In
recommending Mr. Green's 1994 base 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.
In addition to his base salary, Mr. Green was also eligible for an award
under the Incentive Plan ranging from 0% to 150% of his target award. Mr.
Green's target award was 50% of his 1994 base salary. As noted above, the actual
award under the Incentive Plan is based on achievement of the performance goals
for each performance measure applicable to a participant and the weightings
assigned to the performance measures applicable to that participant. As a
corporate participant in the Incentive Plan, Mr. Green's incentive award was
based on a weighting of 75% assigned to the corporate performance measure
(income from operations) and 12.5% assigned to each of two individual
performance measures. The performance goals applicable to the corporate
performance measure and one of the individual performance measures were exceeded
and the performance goal applicable to the other individual performance measure
was met, resulting in an award of $168,000 under the Incentive Plan. Mr. Green's
award represented a payout of approximately 134% of his target award.
15
<PAGE> 18
Federal Income Tax Regulations. The 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. These regulations are not currently expected
to have an impact on the deductibility of compensation paid by the Company, but
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
March 29, 1995
16
<PAGE> 19
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, 1989.
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN -- OGLEBAY NORTON COMPANY,
S&P 500 COMPOSITE INDEX AND VALUELINE COMPOSITE INDEX
<CAPTION>
S&P 500 VALUELINE
MEASUREMENT PERIOD OGLEBAY NOR- COMPOSITE COMPOSITE
(FISCAL YEAR COVERED) TON COMPANY INDEX INDEX
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 86.68 96.89 75.76
1991 86.68 126.28 96.38
1992 72.10 135.86 103.08
1993 72.35 149.43 114.13
1994 102.82 151.36 107.27
</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 of Control, (ii) the rate in effect two years
before the Change in Control, or (iii) such greater rate as the
17
<PAGE> 20
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 (a) the end of the Contract Period and (b) the date six 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 a 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 of 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. The agreement expires on
March 31, 1995.
18
<PAGE> 21
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 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 1994 and
continues to provide such services in 1995.
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 The
Huntington National Bank ($10.0 million). On December 29, 1994, the Company and
each of the foregoing banks amended and restated the Loan Agreement to lower the
applicable interest rates, modify certain covenants, and to change the maximum
amount of loans outstanding to $90.0 million. During 1994 aggregate interest and
fee payments under the Loan Agreement amounting to $783,262, $682,435, $682,435,
$379,131 and $303,305 were made to Society National Bank, The Bank of Nova
Scotia, NBD Bank, N.A., Comerica, Inc. and The Huntington National
19
<PAGE> 22
Bank, respectively. Messrs. Bares and Bersticker are directors of Society
National Bank's parent corporation, KeyCorp (formerly Society Corporation).
Oglebay Norton Industrial Sands, Inc., 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, 1994, total sales to and purchases from Ferro
Corporation by Oglebay Norton Industrial Sands, Inc. were $291,448 and $275,954,
respectively.
On February 22, 1995, the Board of Directors of the
PROPOSAL TO Company approved, subject to stockholder approval at the
APPROVE THE 1995 Annual Meeting of Stockholders, the Oglebay Norton
OGLEBAY NORTON Company Director Stock Plan (the "Director Stock Plan").
COMPANY The Director Stock Plan is designed to provide
DIRECTOR STOCK appropriate consideration to non-employee Directors and
PLAN to further align their interests with those of the
stockholders of the Company.
All current non-employee Directors of the Company and each person becoming
a non-employee Director of the Company during the term of the Director Stock
Plan, are eligible to participate in the Director Stock Plan. There are
currently ten (10) Directors who are eligible to participate in the Director
Stock Plan.
Under the Director Stock Plan, each nominee for election as a Director at
the 1995 Annual Meeting of Stockholders elected as a Director and each other
Director of the Company (except Directors who are employees) in office on the
date of the meeting, shall, subject to approval by the stockholders at the 1995
Annual Meeting of Stockholders, be granted an initial grant of 100 shares of
Common Stock of the Company immediately following the meeting. Each non-employee
Director continuing in office shall thereafter be granted an additional 100
shares of Common Stock of the Company as of the date of the meeting of the
Company's Board of Directors next succeeding each Annual Meeting of the
Company's Stockholders during the term of the Director Stock Plan.
No action by the Board of Directors or the Compensation and Organization
Committee of the Board of Directors of the Company will be required to effect
these Director stock grants.
The aggregate number of shares of Common Stock that may be subject to
Director Stock Grants will be 15,000.
20
<PAGE> 23
The following table sets forth the estimated benefits that will be received
by the following individuals under the Director Stock Plan:
NEW PLAN BENEFITS
OGLEBAY NORTON DIRECTOR STOCK PLAN
<TABLE>
<CAPTION>
DOLLAR VALUE NUMBER OF
NAME AND POSITION ($) UNITS
----------------- ------------ ------------
<S> <C> <C>
R. Thomas Green, Jr. -0- -0-
Chairman, President and
Chief Executive Officer
John L. Selis -0- -0-
Vice President -- Iron Ore
Richard J. Kessler -0- -0-
Vice President -- Finance
and Development
Stuart H. Theis -0- -0-
Vice President --
Marine Transportation
H. William Ruf -0- -0-
Vice President --
Administrative and Legal Affairs
Executive Group -0- -0-
Non-Executive Director Group $ 26,000(1) 1,000 shares(2)
Non-Executive Officer Employee Group -0- -0-
<FN>
---------------
(1) The dollar value of the benefits under the Director Stock Plan is dependent
on, and varies with, the market value of the Company's stock and, as such,
is not determinable in advance of distribution. The figure indicated for
aggregate dollar value, therefore, is the market value of the Company's
stock ($26.00 per share) on the date such shares would have been distributed
(April 27, 1994) had the Director Stock Plan been in effect during 1994. The
market value of the Company's stock on March 6, 1995, the record date for
the 1995 Annual Meeting of Stockholders, was $32.25 per share.
(2) Amount is the aggregate of 100 shares of the Company's stock per each of ten
(10) Directors.
</TABLE>
21
<PAGE> 24
The Board of Directors may amend, suspend, or terminate the Director Stock
Plan at any time, except that no amendments may be made more than once every six
months, other than to comport with changes in the Internal Revenue Code, as
amended, the Employee Retirement Income Security Act, or the rules thereunder,
and other relevant laws, rules and regulations. Stockholder approval for any
such amendment will be required only to the extent necessary to preserve the
exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, for the Director Stock Plan.
The Director Stock Plan will become effective on the date it is approved by
holders of a majority of the shares of Common Stock of the Company present or
represented and entitled to vote at the 1995 Annual Meeting of Stockholders and
will continue in effect until December 31, 2004.
The Directors recommend a vote "FOR" adoption of the Director Stock Plan.
Approval of the Director Stock Plan requires the affirmative vote by the
holders of a majority of the shares of Common Stock of the Company present or
represented and entitled to vote on the proposal.
Ernst & Young LLP has been appointed as the Company's
INDEPENDENT independent auditors for the fiscal year ending December
AUDITORS 31, 1995, pursuant to the recommendation of the Company's
Audit Committee. A representative of Ernst & Young LLP
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 consolidated financial
statements and records for the fiscal year ended December 31, 1994.
The 1996 Annual Meeting of Stockholders is presently
1996 ANNUAL scheduled to be held on April 24, 1996. The deadline for
MEETING Stockholders to submit proposals to be considered for
inclusion in the proxy statement for that meeting is
November 30, 1995.
The Annual Report of the Company for the year ended
ANNUAL REPORT December 31, 1994, is being mailed to each stockholder
with this Proxy Statement.
By Order of the
Board of Directors
DAVID G. SLEZAK,
Secretary and Director of Legal
Affairs
March 31, 1995
22
<PAGE> 25
OGLEBAY NORTON COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
PARTICIPANT VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 1995
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 ("Shares")in the following manner:
1. Electing three directors of the class whose terms will expire
in 1998. The nominees of the Board of Directors are: Malvin E.
Bank, William G. Bares and John D. Weil. Instruction: To
withhold authority to vote for any individual nominee(s), write
the name of such nominee(s) on the following line:
FOR / / WITHHELD / /
--------------------------------------------------------------------
2. Approval of the Oglebay Norton Director Stock Plan:
FOR / / AGAINST / / ABSTAIN / /
3. Any other business which may properly come before the meeting
and all adjournments thereof, 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 OF NOMINEES LISTED AND FOR PROPOSAL 2.
Signed this Day of ,
1995
--------------------------------
(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.
<PAGE> 26
OGLEBAY NORTON COMPANY
DIRECTOR STOCK PLAN
1. PURPOSE. The Oglebay Norton Company Director Stock Plan (the "Plan") is
designed to provide appropriate consideration to Directors and to further align
their interests with those of the stockholders of the Company.
2. ELIGIBILITY. All current Directors of the Company (excluding Directors
who are employees on the date of distribution of the shares of stock) and each
person becoming a Director of the Company (excluding Directors who are employees
on the date of distribution of the shares of stock) during the term of the Plan.
3. DIRECTOR STOCK GRANTS. Each nominee for election as a Director at the
1995 Annual Meeting of Stockholders elected as a Director and each other
Director of the Company (excluding Directors who are employees) in office on the
date of such meeting shall, subject to approval by the stockholders at the 1995
Annual Meeting of Stockholders, be granted an initial grant of 100 shares of
Common Stock of the Company at the meeting of the Board of Directors immediately
following the 1995 Annual Meeting of Stockholders. Each Director (excluding
Directors who are employees on the date of distribution of the shares of stock)
continuing in office shall thereafter be granted an additional 100 shares of
Common Stock of the Company as of the meeting of the Company's Board of
Directors next succeeding each Annual Meeting of the Company's Stockholders
during the term of the Plan. No action by the Board of Directors of the
Compensation and Organization Committee of the Board of Directors of the Company
will be required to effect these Director stock grants.
4. COMMON STOCK AVAILABLE FOR DIRECTOR GRANTS. The aggregate number of
shares of Common Stock that may be subject to Director stock grants will be
15,000.
5. AMENDMENT. The Board of Directors may amend, suspend, or terminate this
Plan at any time, except that no amendments may be made more than once every six
months, other than to comport with changes in the Internal Revenue Code, as
amended, the Employee Retirement Income Security Act, or the rules thereunder
and other relevant laws, rules and regulations. Stockholder approval for any
such amendment will be required only to the extent necessary to preserve the
exemption provided by Rule 16b-3 under the Securities and Exchange Act of 1934,
as amended, for this Plan.
6. EFFECTIVE AND TERMINATION DATES. This Plan will become effective on the
date it is approved by holders of a majority of the shares of Common Stock of
the Company present or represented, and entitled to vote at the 1995 Annual
Meeting of Stockholders and will continue in effect until December 31, 2004.
