-----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, ibmssdZqsC7Pta5BCC1IrS1ZJJ8y32fAF/gPwZ98KwbH9dU2LlfOPWnXirN4Ger9 ZU3M9bauvRajxacEzeusXg== 0000950152-94-000988.txt : 19940929 0000950152-94-000988.hdr.sgml : 19940929 ACCESSION NUMBER: 0000950152-94-000988 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940928 SROS: NASD 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: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00663 FILM NUMBER: 94550690 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 8-A12G/A 1 OGLEBAY NORTON 8-A12G/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________ AMENDMENT NO. 3 TO FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OGLEBAY NORTON COMPANY ----------------------------------------------------- (Exact name or registrant as specified in its charter) DELAWARE 34-0158970 - ----------------------------------------- -------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 1100 Superior Avenue Cleveland, Ohio 44114-2598 - ----------------------------------------------------------------- (Address of principal executive offices) (ZIP Code) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ None None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Rights issued under Amended and Restated Rights Agreement, dated as of February 22, 1989, as subsequently amended. - ---------------------------------------------------------------------- (Title of Class) Index on sequential page 3 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 2. EXHIBITS. Exhibit Exhibit Sequential Number Description Page No. - ------- ------------------------------------- ---------- 4(b) Amended and Restated Rights Agreement, Incorporated dated as of February 22, 1989, between by reference to Registrant and Ameritrust Company Exhibit 4(b) to National Association, Rights Agent Annual Report (the "Rights Agent"); First Amendment on Form 10-K to Rights Agreement, dated as of June for year ended 10, 1991, between Registrant and the 12/31/93 Rights Agent; and Second Amendment to Rights Agreement, dated as of March 2, 1992, between Registrant and the Rights Agent 4(c) Third Amendment to Rights Agreement, dated as of August 31, 1994, between Registrant and Society National Bank, successor by merger to Ameritrust Company National Association, as Rights Agent SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. OGLEBAY NORTON COMPANY Date: September 26, 1994 By /s/ R. Thomas Green, Jr. -------------------------------- Title: Chairman, President and Chief Executive Officer 3 EXHIBIT INDEX Exhibit Exhibit Sequential Number Description Page No. - ------- ------------------------------------- ---------- 4(b) Amended and Restated Rights Agreement, Incorporated dated as of February 22, 1989, between by reference to Registrant and Ameritrust Company Exhibit 4(b) to National Association, Rights Agent Annual Report (the "Rights Agent"); First Amendment on Form 10-K to Rights Agreement, dated as of June for year ended 10, 1991, between Registrant and the 12/31/93 Rights Agent; and Second Amendment to Rights Agreement, dated as of March 2, 1992, between Registrant and the Rights Agent 4(c) Third Amendment to Rights Agreement, dated as of August 31, 1994, between Registrant and Society National Bank, successor by merger to Ameritrust Company National Association, as Rights Agent EX-4.C 2 OGLEBAY NORTON EX-4(C) 1 THIRD AMENDMENT TO RIGHTS AGREEMENT THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is entered into as of August 31, 1994, between Oglebay Norton Company, a Delaware corporation (the "Company"), and Society National Bank, successor by merger to and formerly known as Ameritrust Company National Association, as Rights Agent (the "Rights Agent"). This Amendment modifies and amends the Amended and Restated Rights Agreement, dated as of February 22, 1989, between the Company and the Rights Agent (the "Rights Agreement"). IN CONSIDERATION OF the premises and mutual agreements herein set forth, the Company and the Rights Agent agree as follows: 1. Amendment of Section 1(d)(iv). Section 1(d)(iv) of the Rights Agreement is amended to read as follows: "(iv) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) (except an agreement, arrangement or understanding with the Company that either is approved by the Board of Directors before a Shares Acquisition Date or is approved by a majority of the Continuing Directors on or after the Shares Acquisition Date) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in subparagraph (iii) of this paragraph (d)) or disposing of any securities of the Company, PROVIDED, HOWEVER, that a Person shall not be 2 deemed to be the Beneficial Owner of or to "beneficially own" any security under this subparagraph (iv) until such time subsequent to the formation of the agreement, arrangement or understanding as the Person or such Person's Affiliates or Associates (A) acquires at least one additional share of Common Stock or (B) establishes an agreement, arrangement or understanding with an additional Person (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in subparagraph (iii) of this paragraph (d)) or disposing of any securities of the Company." 2. Amendment of Section 11(a)(ii)(A). Clause (A) of Section 11(a)(ii) of the Rights Agreement is amended to read as follows: "(A) any Person (other than the Company, any Subsidiary, any employee benefit plan or employee stock ownership plan of the Company or of any Subsidiary or any Person organized, appointed or established by the Company or any Subsidiary for or pursuant to the terms of any such plan), alone or together with any of its Affiliates or Associates, (1) becomes the Beneficial Owner of 20% or more of the Common Stock of the Company then outstanding and (2) there is a public announcement (by press release, filing made with the Securities and Exchange Commission or otherwise) that such Person, alone or together with any of its Affiliates or Associates, has become the Beneficial Owner thereof, or" 3. Effectiveness. This Amendment shall be deemed to be in force and effective as of the date hereof. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall otherwise be unaffected hereby. 3 4. Miscellaneous. (a) This Amendment shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and assigns. (b) Unless otherwise defined herein, each of the defined terms used herein shall have the same meaning given to it in the Rights Agreement. (c) This Amendment shall be deemed to be a contract made under the substantive laws of the State of Ohio and for all purposes shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio applicable to contracts to be made and performed entirely within the State of Ohio. IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to be duly executed as of the day and year first above written. OGLEBAY NORTON COMPANY By: /s/ R. Thomas Green, Jr. -------------------------------- Title: Chairman, President and Chief Executive SOCIETY NATIONAL BANK, successor by merger to and formerly known as AMERITRUST COMPANY NATIONAL ASSOCIATION By: /s/ Caroline Lukez-Byrne ------------------------------- Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----