-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bBMbdw12f4cGvb7azZHjcsg9OMTdJ5eNtUS0qg/12a7+EXAdd4MJY7a+FdugA5id OS5BtWcs4rnbZmZC5DVqtQ== 0000950152-94-000378.txt : 19940404 0000950152-94-000378.hdr.sgml : 19940404 ACCESSION NUMBER: 0000950152-94-000378 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940427 FILED AS OF DATE: 19940331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGLEBAY NORTON CO CENTRAL INDEX KEY: 0000073918 STANDARD INDUSTRIAL CLASSIFICATION: 4400 IRS NUMBER: 340158970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 34 SEC FILE NUMBER: 000-00663 FILM NUMBER: 94519827 BUSINESS ADDRESS: STREET 1: 1100 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2598 BUSINESS PHONE: 2168613300 MAIL ADDRESS: STREET 1: 1100 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114-2598 DEF 14A 1 OGLEBAY NORTON DEF 14A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OGLEBAY NORTON COMPANY - -------------------------------------------------------------------------------- (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: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 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 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 5
Principal Occupation, Business Experience, Director Name Age and Other Directorships Since - ------------------------------------------------------------------------ -------- 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.
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Principal Occupation, Business Experience, Director Name Age and Other Directorships Since - ------------------------------------------------------------------------ -------- 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)
4 7
Principal Occupation, Business Experience, Director Name Age and Other Directorships Since - ------------------------------------------------------------------------ -------- 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. - --------------- (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.
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 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.
Amount and Nature of Beneficial Percent of Name Ownership Class ------------------------------ ----------------- ---------- 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
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Amount and Nature of Beneficial Percent of Name Ownership Class ------------------------------ ----------------- ---------- 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) - --------------- (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.
7 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.
Number of Shares Beneficially Percent Name of Owner Owned of Class - --------------------------------- ------------- -------- 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 - --------------- (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.
8 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 $100,000. SUMMARY COMPENSATION TABLE
Annual Compensation ------------------------------------ (e) Other (f) Annual All Other (a) Compen- Compen- Name and (b) (c) (d) sation sation Principal Position Year Salary ($) Bonus ($) ($)(1) ($)(2) - ------------------------------------- ----- ---------- --------- ------- --------- 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 (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
9 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 13
Estimated Annual Benefit Final Annual (assuming retirement on January 1, 1994) Average ----------------------------------------------- Compensation 10 yrs. 20 yrs. 30 yrs. 40 yrs. - ------------ -------- -------- -------- -------- $ 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
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 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 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 13 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 17 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN -- OGLEBAY NORTON COMPANY, S&P 500 COMPOSITE INDEX AND VALUELINE COMPOSITE INDEX
S&P 500 VALUELINE MEASUREMENT PERIOD OGLEBAY NOR- COMPOSITE COMPOSITE (FISCAL YEAR COVERED) TON COMPANY INDEX INDEX 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
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 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 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 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 18 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----