8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 30, 2004

OGLEBAY NORTON COMPANY

(Exact name of registrant as specified in its charter)

OHIO	000-32665	34-1888342
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

North Point Tower 1001 Lakeside Avenue, 15th Floor Cleveland, OH	44114-1151
(Address of principal executive offices)	(Zip Code)

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

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Pursuant to the Financing Agreement, dated as of July 13, 2004 (the “Financing Agreement”), by and among Oglebay Norton Company, an Ohio corporation, as a debtor and debtor-in-possession (the “Borrower”), each subsidiary of the Borrower listed as a Guarantor on the signature pages thereto, each as a debtor and debtor-in-possession (collectively, the “Guarantors”), the lenders party thereto (collectively, the “Lenders”), Silver Point Finance, LLC, a Delaware limited liability company, as collateral agent and syndication agent for the Lenders and as lead arranger (in such capacities, the “Collateral Agent”), Wells Fargo Foothill, Inc., a California corporation (“Foothill”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), and Bank One, NA and Bank of America, N.A., each as a documentation agent for the Lenders, the Borrower and the Guarantors agreed to deliver to the Agents on a post-closing basis executed cash management agreements and similar agreements and other documents described in Section 8.01(q)(i) of the Financing Agreement (collectively, the “Cash Management Documents”) within 45 days of the effective date of the Financing Agreement.

On December 30, 2004, the Registrant executed a Waiver and Consent to the Financing Agreement, dated as of August 25, 2004 (the “Waiver”), providing (i) the Borrower and the Guarantors an extension until November 12, 2004 of the date by which the Cash Management Documents must be delivered to the Agents, and (ii) that the Agents and the Required Lenders, as defined in the Financing Agreement, consent to such extension and waive any default or event of default resulting therefrom. In accordance with Section 13.02 of the Financing Agreement, the Agents and the Required Lenders agreed to such consent and waiver, subject to the terms and conditions set forth therein. The Registrant delivered the Cash Management Documents to the Agents on or before November 12, 2004.

Copies of the original Financing Agreement, dated as of July 13, 2004, and Amendment No. 1 and Waiver to the Financing Agreement, dated as of April 23, 2004, are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated herein by reference. A copy of the Waiver is attached to this Form 8-K as Exhibit 10.3 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c)    Exhibits

10.1 Financing Agreement, dated as of July 13, 2004, by and among Registrant, as borrower, each subsidiary of Registrant party thereto, as guarantors, the lenders from time to time party thereto, Silver Point Finance, LLC, as collateral agent, syndication agent and lead arranger, Wells Fargo Foothill, Inc., as administrative agent and Bank One, NA and Bank of America, N.A., each as a documentation agent (incorporated herein by reference to Exhibit 10.65 to the Registrant’s Registration Statement, Amendment No. 2 on Form S-1 (Commission No. 333-115513) filed on December 21, 2004).

10.2 Amendment No. 1 and Waiver to Financing Agreement, dated as of April 23, 2004, by and among Registrant, as borrower, each subsidiary of Registrant party thereto, as guarantors, the lenders from time to time party thereto, Silver Point Finance, LLC, as collateral agent, syndication agent and co-lead arranger, General Electric Capital Corporation, as administrative agent and GECC Capital Markets Group, Inc., as co-lead arranger (incorporated herein by reference to Exhibit 10.64 to the Registrant’s Registration Statement, Amendment No. 2 on Form S-1 (Commission No. 333-115513) filed on December 21, 2004).

10.3 Waiver and Consent, dated as of August 25, 2004, and executed by the Registrant on December 30, 2004, by and among Registrant, as borrower, each subsidiary of Registrant party thereto, as guarantors, the lenders from time to time party thereto, Silver Point Finance, LLC, as collateral agent, syndication agent, and lead arranger, Wells Fargo Foothill, Inc., as administrative agent, Bank One, NA and Bank of America, N.A., each as documentation agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OGLEBAY NORTON COMPANY
By:	/s/ Rochelle F. Walk
Name:	Rochelle F. Walk
Title:	Vice President, General Counsel and Secretary

Date: January 5, 2005

EXHIBIT INDEX

10.1 Financing Agreement, dated as of July 13, 2004, by and among Registrant, as borrower, each subsidiary of Registrant party thereto, as guarantors, the lenders from time to time party thereto, Silver Point Finance, LLC, as collateral agent, syndication agent and lead arranger, Wells Fargo Foothill, Inc., as administrative agent and Bank One, NA and Bank of America, N.A., each as a documentation agent (incorporated herein by reference to Exhibit 10.65 to the Registrant’s Registration Statement, Amendment No. 2 on Form S-1 (Commission No. 333-115513) filed on December 21, 2004).

10.2 Amendment No. 1 and Waiver to Financing Agreement, dated as of April 23, 2004, by and among Registrant, as borrower, each subsidiary of Registrant party thereto, as guarantors, the lenders from time to time party thereto, Silver Point Finance, LLC, as collateral agent, syndication agent and co-lead arranger, General Electric Capital Corporation, as administrative agent and GECC Capital Markets Group, Inc., as co-lead arranger (incorporated herein by reference to Exhibit 10.64 to the Registrant’s Registration Statement, Amendment No. 2 on Form S-1 (Commission No. 333-115513) filed on December 21, 2004).

10.3 Waiver and Consent, dated as of August 25, 2004, and executed by the Registrant on December 30, 2004, by and among Registrant, as borrower, each subsidiary of Registrant party thereto, as guarantors, the lenders from time to time party thereto, Silver Point Finance, LLC, as collateral agent, syndication agent, and lead arranger, Wells Fargo Foothill, Inc., as administrative agent, Bank One, NA and Bank of America, N.A., each as documentation agent.

EX-10.3

Exhibit 10.3

WAIVER AND CONSENT

WAIVER AND CONSENT, dated as of August 25, 2004 (this “Waiver”), in connection with the Financing Agreement, dated as of July 13, 2004 (the ”Financing Agreement”), by and among Oglebay Norton Company, an Ohio corporation, as a debtor and debtor-in-possession (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” on the signature pages thereto, each as a debtor and debtor-in-possession (each a “Guarantor” and collectively, the “Guarantors”), the lenders party thereto (each a “Lender” and collectively, the ”Lenders”), Silver Point Finance, LLC, a Delaware limited liability company (“Silver Point”), as collateral agent and syndication agent for the Lenders and as lead arranger (in such capacities, the ”Collateral Agent”), Wells Fargo Foothill, Inc., a California corporation (“Foothill”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), and Bank One, NA and Bank of America, N.A., each as a documentation agent for the Lenders (in such capacity, each a “Documentation Agent” and collectively, the “Documentation Agents”).

WHEREAS, (i) on the Effective Date, the Loan Parties (as defined in the Financing Agreement) agreed to deliver to the Agents on a post-closing basis executed Cash Management Agreements and similar agreements and other documents described in Section 8.01(q)(i) of the Financing Agreement (collectively, the “Cash Management Documents”) within 45 days of the Effective Date and (ii) the Loan Parties have requested (A) an extension until November 12, 2004 of the date by which the Cash Management Documents must be delivered to the Agents, and (B) that the Agents and the Required Lenders consent to such extension and waive any Default or Event of Default resulting therefrom. In accordance with Section 13.02 of the Financing Agreement, the Agents and the Required Lenders have agreed to such consent and waiver, subject to the terms and conditions set forth herein.

1. Definitions. All terms used herein which are defined in the Financing Agreement and not otherwise defined herein are used herein as defined therein.

2. Consents and Waivers. Effective as of the date hereof, in accordance with Section 13.02 of the Financing Agreement, the Agents and the Required Lenders hereby consent to, and waive any Event of Default that may otherwise arise under the Financing Agreement or any of the other Loan Documents resulting solely in connection with the failure of the Loan Parties to deliver the Cash Management Documents as required by Section 8.01(q)(i) of the Financing Agreement within 45 days of the Effective Date, provided, however, that with respect to any Cash Management Account either (a) the Cash Management Documents with respect to such Cash Management Account are delivered to the Agents on or before November 12, 2004 or, (b) (i) such Cash Management Account is closed, (ii) if a new Cash Management Account is opened to replace the Cash Management Account that has been closed, Cash Management Documents, in form and substance satisfactory to the Agents, are delivered to the Agents with respect to such new Cash Management Account, and (iii) the Loan Parties enter into an amendment to the Financing Agreement amending Schedule 7.01(u) to the Financing Agreement to include such new Cash Management Account and amending any other provision of the Financing Agreement necessary to include such new Cash Management Account.

3. Effect of Waivers. This Waiver (i) shall become effective when signed by each of the Agents and the Required Lenders, (ii) shall be effective only in this specific instance and for the specific purposes set forth herein, and (iii) does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect. This Waiver shall constitute a Loan Document for all purposes of the Financing Agreement and the other Loan Documents.

4. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

5. Counterparts. This Waiver may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Agents and the Required Lenders have caused this Waiver to be executed as of the date first above written.

COLLATERAL AGENT:
SILVER POINT FINANCE, LLC
By:	/s/ Jeffrey Gelfand
Name:	Jeffrey Gelfand
Title:	CFO
ADMINISTRATIVE AGENT AND LENDER:
WELLS FARGO FOOTHILL, INC.
By:	/s/ David Sanchez
Name:	David Sanchez
Title:	Vice President
DOCUMENTATION AGENT AND LENDER:
BANK OF AMERICA, N.A.
By:	/s/ Jang S. Kim
Name:	Jang S. Kim
Title:	Vice President
DOCUMENTATION AGENT AND LENDER:
BANK ONE, NA
(MAIN OFFICE CHICAGO)
By:	/s/ James Gurgone
Name:	James Gurgone
Title:	Director

LENDERS:
BEAR STEARNS INVESTMENT PRODUCTS INC.
By:	/s/ Jonathan Weiss
Name:	Jonathan Weiss
Title:	Authorized Signatory
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ Pedro Ramirez
Name:	Pedro Ramirez
Title:	Authorized Signatory
LIMESTONE INVESTORS, L.L.C.
	By:	Farallon Capital Management, L.L.C.
		its General Manager
By:	/s/ William F. Mellin
Name:	William F. Mellin
Title:	Managing Member
MORGAN STANLEY SENIOR FUNDING, INC.
By:
Name:
Title:
SPCP GROUP III LLC
By:	/s/ Jeffrey Gelfand
Name:	Jeffrey Gelfand
Title:	CFO
SPIRET IV LOAN TRUST 2003-A
	By:	WILMINGTON TRUST COMPANY, not in
		its individual capacity but solely as trustee
By:
Name:
Title:

GOLDENTREE LOAN OPPORTUNITIES I, LIMITED
	By:	GoldenTree Asset Management, L.P.
By:	/s/ Thomas H. Shandell
Name:	Thomas H. Shandell
Title:	Partner
GOLDENTREE LOAN OPPORTUNITIES II, LIMITED
	By:	GoldenTree Asset Management, L.P.
By:	/s/ Thomas H. Shandell
Name:	Thomas H. Shandell
Title:	Partner
QP SFM CAPITAL HOLDINGS LIMITED
By:	/s/ Jodye M. Anzalotta
Name:	Jodye M. Anzalotta
Title:	Attorney-in-Fact
BLACK DIAMOND INTERNATIONAL FUNDING, LTD
By:
Name:
Title:
BDC FINANCE L.L.C.
By:
Name:
Title:
COOKSMILL
By:
Name:
Title:

OAK HILL CREDIT ALPHA FUND (OFFSHORE), LTD.
By:
Name:
Title:
OAK HILL CREDIT ALPHA FUND, LP
	By:	Oak Hill Credit Alpha GenPar, L.P.,
		Its General Partner
	By:	Oak Hill Credit Alpha MGP, LLC,
		Its General Partner
By:
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
	By:	Oak Hill Securities GenPar, L.P.
		Its General Partner
	By:	Oak Hill Securities MGP, Inc.
		Its General Partner
By:
Name:
Title:
OAK HILL SECURITIES FUND II, L.P.
	By:	Oak Hill Securities GenPar II, L.P.
		Its General Partner
	By:	Oak Hill Securities MGP II, Inc.
		Its General Partner
By:
Name:
Title:

CITIBANK, N.A.

By:

Name:

Title:

STARK TRADING

By:

Name:

Title:

SHEPHERD INVESTMENTS INTERNATIONAL, LTD.

By:

Name:

Title:

Each of the undersigned Borrower and Guarantors hereby ratifies and confirms its Obligations under the Financing Agreement and the other Loan Documents, as modified hereby.

BORROWER:
OGLEBAY NORTON COMPANY
By:	/s/ Julie A. Boland
Name:	Julie A. Boland
Title:	Vice President, CFO and Treasurer

GUARANTORS:

ERIE NAVIGATION COMPANY

ERIE SAND AND GRAVEL COMPANY

ERIE SAND STEAMSHIP CO.

GLOBAL STONE CHEMSTONE CORPORATION

GLOBAL STONE CORPORATION

GLOBAL STONE FILLER PRODUCTS, INC.

GLOBAL STONE JAMES RIVER, INC.

GLOBAL STONE MANAGEMENT COMPANY

GLOBAL STONE PENROC LP

GLOBAL STONE PORTAGE, LLC

GLOBAL STONE ST. CLAIR INC.

GLOBAL STONE TENN LUTTRELL COMPANY

GS LIME COMPANY

GS PC INC.

MICHIGAN LIMESTONE OPERATIONS, INC.

MOUNTFORT TERMINAL, LTD.

OGLEBAY NORTON ENGINEERED MATERIALS, INC.

OGLEBAY NORTON INDUSTRIAL SANDS, INC.

OGLEBAY NORTON MANAGEMENT COMPANY

OGLEBAY NORTON MARINE MANAGEMENT

COMPANY, L.L.C.

OGLEBAY NORTON MARINE SERVICES

COMPANY, L.L.C.

OGLEBAY NORTON MINERALS, INC.

OGLEBAY NORTON SPECIALTY MINERALS, INC.

OGLEBAY NORTON TERMINALS, INC.

ON COAST PETROLEUM COMPANY

ON MARINE SERVICES COMPANY

ONCO INVESTMENT COMPANY

ONCO WVA, INC.

ONMS MANAGEMENT COMPANY, LLC

ONTEX, INC.

SAGINAW MINING COMPANY

TEXAS MINING, LP

By:	/s/ Julie A. Boland
Name:	Julie A. Boland
Title:	Vice President and Treasurer