-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A8lWRQ8UaA9PDdrXLoqD5NuWh9MYRUGEen656FzO8gIE+iQigBCwWt55uGLedjSa 1YEUkvLH3zWow3sT8ZUsvw== 0000950152-98-005113.txt : 19980608 0000950152-98-005113.hdr.sgml : 19980608 ACCESSION NUMBER: 0000950152-98-005113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980522 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980605 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGLEBAY NORTON CO CENTRAL INDEX KEY: 0000073918 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 340158970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-00663 FILM NUMBER: 98642956 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-K 1 OGLEBAY NORTON COMPANY FORM 8-K 1 DRAFT NO. 2; JUNE 2, 1998 ------------------------- 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): May 22, 1998 ------------ OGLEBAY NORTON COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 0-663 34-0158970 - -------- ----- ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File No.) Identification No.) 1100 Superior Avenue - 20th Floor, Cleveland, Ohio 44114-2598 - -------------------------------------------------- ---------- (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) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. In accordance with the terms of a Pre-Acquisition Agreement dated April 15, 1998, between the Registrant and Global Stone Corporation ("Global Stone"), Oglebay Norton Acquisition Company Limited, an indirect wholly-owned subsidiary of the Registrant organized under the laws of Canada ("ONACL"), commenced a tender offer on April 24, 1998 to purchase all of the outstanding common shares of Global Stone (including common shares issuable upon exercise of stock options) and related rights held by its shareholders for Cdn. $7.80 cash per share. The Cdn. $7.80 per share price in ONACL's tender offer was determined through arms-length negotiations between Global Stone and the Registrant. At the close of business on May 15, 1998, the expiration date for the tender offer, 98.6 percent of the outstanding shares of Global Stone were tendered by the shareholders of Global Stone in response to ONACL's tender offer. The tendered shares were taken up and paid for by ONACL on May 22, 1998 ("Acquisition Date"). On the Acquisition Date, ONACL acquired the remaining Global Stone shares pursuant to the compulsory acquisition procedures contained in Section 206 of the Canada Business Corporations Act, and Global Stone thereby became a wholly-owned, subsidiary of the Registrant. The total amount of consideration paid for the stock of Global Stone on the Acquisition Date was $172,480,000, in cash. Funds for the consideration were obtained from two sources: a) $74,730,000 was borrowed under a new $215,000,000 revolving credit facility with KeyBank National Association; and, b) $97,750,000 in net proceeds from a $100,000,000 private placement of senior subordinated indebtedness with CIBC Oppenheimer Corp. There are no material relationships between the shareholders of Global Stone and the Registrant or any of the Registrant's affiliates, any director or officer of the Registrant, or any associate of any such director or officer. Information related to Global Stone is included in a May 22, 1998 press release issued by the Registrant, filed herewith as Exhibit 99.1. 2 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) List of Financial Statements of Businesses Acquired. The Financial Statements will be filed by amendment not later than 60 days from the date this Report is filed with the Commission. (b) Pro Forma Financial Information. The Pro Forma Financial Information will be filed by amendment not later than 60 days from the date of this Report is filed with the Commission. (c) Exhibits. 10.1 Pre-Acquisition File herewith as Agreement entered Exhibit 10.1 into between Registrant and Global Stone, dated April 15, 1998 99.1 May 22, 1998 Press Filed herewith as Release Exhibit 99.1 3 4 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 Date: June 5, 1998 By: /s/ David H. Kelsey ----------------------------- David H. Kelsey Vice President - Chief Financial Officer 4 EX-10.1 2 EXHIBIT 10.1 1 Exhibit 10.1 THE PRE-ACQUISITION AGREEMENT entered into this 15th day of April, 1998. B E T W E E N: OGLEBAY NORTON COMPANY, a corporation existing under the laws of the State of Delaware, (hereinafter called the "Acquiror") - and - GLOBAL STONE CORPORATION, a corporation existing under the laws of Canada, (hereinafter called the "Company") RECITALS WHEREAS: 1. There is an outstanding take-over bid to the shareholders of the Company offering to purchase all of the outstanding common shares of the Company at a price of $6.45 per common share; 2. The board of directors of the Company wishes to encourage the Acquiror to make a take-over bid to the shareholders of the Company offering to purchase all of the outstanding common shares of the Company at a price of $7.80 per common share in cash (the "Offer Price"); 3. The board of directors of the Company has determined that it would be in the best interests of the Company and its shareholders to recommend acceptance of the Acquiror's offer to the shareholders of the Company, to cooperate with the Acquiror and take all reasonable action to support the Acquiror's offer and to waive the application of the Company's Shareholder Rights Plan to the Acquiror's offer; 4. The board of directors of the Company has determined that it would be in the best interests of the Company and its shareholders to enter into this Agreement; and 5. The Acquiror will make an offer subject to the terms and conditions of this Agreement. NOW THEREFORE IN CONSIDERATION of the mutual covenants hereinafter set out, the parties hereto hereby agree as follows: 2 -2- ARTICLE I THE OFFER I.1 THE OFFER. Subject to the terms and conditions of this Agreement, the Acquiror agrees to mail as soon as practicable but in any event no later than April 27, 1998 to the holders of common shares of the Company, an offer to purchase all of the common shares (including the associated rights issued pursuant to the Company's Shareholder Rights Plan, hereinafter called the "Rights" and together with the common shares called the "Shares" and the holders of Shares are hereinafter called "Shareholders") at the Offer Price, subject to the terms and conditions set out in Schedule "A" to this Agreement as the same may be amended pursuant to the terms hereof (the "Offer"). The Acquiror further agrees that it will not amend the terms of the Offer other than to increase the consideration payable thereunder, to extend the expiry thereof or to waive any conditions thereof, except with the prior consent of the Company. I.2 COMPANY APPROVAL OF THE OFFER. The Company represents that its board of directors, upon consultation with its advisors, has determined unanimously that: (a) the Offer is fair to the Shareholders and is in the best interests of the Company and the Shareholders; (b) the board of directors will recommend that Shareholders accept the Offer; and (c) this Agreement is in the best interests of the Company and the Shareholders. I.3 COMPANY COOPERATION. The Company covenants to cooperate with the Acquiror, to take all reasonable action to support the Offer and to provide the Acquiror with a draft copy of any Directors' Circular to be issued, from time to time, prior to the mailing thereof, on a confidential basis, and to provide the Acquiror with a reasonable opportunity to review and provide comments thereon. The Company further covenants to use reasonable commercial efforts to mail the Directors' Circular to be issued in connection with the mailing of the Offer on the same date that the Acquiror mails the Offer to the Shareholders. The Acquiror covenants to cooperate with the Company and to provide the Company with a draft copy of the Offer and any take-over bid circular to be issued in respect of the Offer, prior to the mailing thereof, on a confidential basis, and to provide the Company with a reasonable opportunity to review and provide comments thereon. I.4 JOINT PRESS RELEASE AND PUBLIC DISCLOSURE. The parties agree to jointly issue a press release as soon as practicable in a mutually agreeable form. I.5 POST OFFER COVENANTS. If the Acquiror takes up and pays for Shares pursuant to the Offer, the Acquiror and the Company agree to use all reasonable efforts to enable the Acquiror to acquire the balance of the Shares as soon as practicable after 3 -3- completion of the Offer by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction carried out for a consideration per Share of not less than the Offer Price. The Company agrees and represents that its board of directors has determined unanimously to use its and their respective reasonable efforts to enable the Acquiror to elect or appoint all of the directors of the Company as soon as possible after the Acquiror takes up and pays for in excess of 50% of the Shares pursuant to the Offer. I.6 SHAREHOLDER RIGHTS PLAN. (a) The Company represents that its board of directors has resolved to waive the application of the Shareholder Rights Plan to: (i) the Offer, (ii) any other actions taken by the Acquiror in furtherance of acquiring all of the Shares, and (iii) any other "Triggering Event" as required under the Shareholder Rights Plan; and the Company covenants to take all action necessary pursuant to the Shareholder Rights Plan to effect such waiver, such waiver to become effective on the date (the "Waiver Date") that is the earlier of June 14, 1998 or the expiry date of the Offer, as set forth on Schedule "A" hereto, as it may be extended from time to time pursuant to the terms of the Offer. (b) The Company covenants and agrees and represents that, except as provided in Section 1.6(a) above, its board of directors has resolved not to waive the application of the Shareholder Rights Plan or to redeem any of the outstanding Rights or take any other action which would limit the application of the Shareholder Rights Plan to any transaction other than an Acquisition Proposal (as defined in section ERROR! REFERENCE SOURCE NOT FOUND.). I.7 OUTSTANDING STOCK OPTIONS. The Company agrees and represents that its board of directors has unanimously resolved to use its and their respective reasonable efforts to encourage all persons holding options to purchase Shares pursuant to the Company's employee stock option plan and other compensation arrangements or otherwise, to exercise their options prior to the expiry of the Offer and to tender all Shares issued in connection therewith to the Offer. The Company further agrees and represents that the board of directors of the Company has also resolved and has authorized and directed the Company to, cause the vesting of option entitlements under its employee stock option plans and other compensation arrangements to accelerate prior to the expiry of the Offer, such that all outstanding Options to acquire Shares become exercisable prior to and expire concurrently with the expiry of the Offer, and to arrange for all Shares that are fully paid thereunder to be distributed to those persons entitled thereto so as to be able to be tendered into the Offer and to thereafter satisfy all other obligations of the Company under such plans or, upon the acquisition by the Acquiror of Shares pursuant to the Offer, to cause all entitlements under such arrangements to terminate upon the payment of an amount in respect of each outstanding option equal to the difference between the exercise price thereof and the Offer price. 4 -4- ARTICLE II COVENANTS OF THE COMPANY II.1 ORDINARY COURSE OF BUSINESS. The Company covenants and agrees that, prior to the time (the "Effective Time") of the appointment or election to the board of directors of the Company of persons designated by the Acquiror pursuant to Section ERROR! REFERENCE SOURCE NOT FOUND., unless the Acquiror shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement: (a) the Company shall, and shall cause each of its direct and indirect subsidiaries (collectively its "Subsidiaries") to, conduct its and their respective business only in and not take any action except in, the usual, ordinary and regular course of business and consistent with past practice; (b) the Company shall not directly or indirectly do or permit to occur any of the following, whether directly or indirectly: (i) issue, sell, pledge, lease, dispose of, grant any interest in, encumber or agree to issue, sell, pledge, lease, dispose of, grant any interest in or encumber (or permit any of its Subsidiaries to issue, sell, pledge, lease, dispose of, grant any interest in, encumber or agree to issue, sell, pledge, lease, dispose of, grant any interest in or encumber): (A) any additional shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, any capital stock of the Company or any of its Subsidiaries (other than pursuant to the exercise of employee stock options currently outstanding), or (B) any assets of the Company or any of its Subsidiaries (except for sales of inventory in the ordinary course of business and sales and other dispositions of equipment and other personal property not required in running the current business operations of the Company and having an aggregate acquisition cost not in excess of $500,000); (ii) amend or propose to amend its articles or by-laws or those of any of its Subsidiaries; (iii) split, combine or reclassify any outstanding Shares, or declare, set aside or pay any dividend (other than as disclosed in writing to the Acquiror prior to the date hereof) or other distribution payable in cash, stock, property or otherwise with respect to the Shares; (iv) redeem, purchase or offer to purchase (or permit any of its Subsidiaries to redeem, purchase or offer to purchase) any Shares 5 -5- or other securities of the Company or any of its Subsidiaries; (v) reorganize, amalgamate or merge the Company or any of its Subsidiaries with any other person, corporation, partnership or other business organization whatsoever; (vi) except for the potential acquisition disclosed to the Acquiror under the code name "Watergate", acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any person, corporation, partnership or other business organization or division or acquire or agree to acquire any material assets; or (vii) incur or commit to incur any indebtedness for borrowed money or issue any debt securities except for the borrowing of working capital in the ordinary course of business and consistent with past practice and except borrowings or guarantees necessary to facilitate the financing of the exercise of options pursuant to Section 1.7 (c) the Company shall not, and shall cause each of its Subsidiaries to not (otherwise than as may be contemplated in Section ERROR! REFERENCE SOURCE NOT FOUND. of this Agreement): (i) enter into or modify any employment, severance, collective bargaining or similar agreements, policies or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officers or directors of the Company other than pursuant to agreements in effect (without amendment) on the date hereof; or (ii) in the case of employees who are not officers or directors, take any action other than in the ordinary, regular and usual course of business and consistent with past practice (none of which actions shall be unreasonable or unusual) with respect to the entering into or modifying of any employment, severance, collective bargaining or similar agreements, policies or arrangements or with respect to the grant of any bonuses, salary increases, stock options, pension benefits, retirement allowances, deferred compensation, severance or termination pay or any other form of compensation or profit sharing or with respect to any increase of benefits payable otherwise than pursuant to agreements, policies or arrangements in effect (without amendment) on the date hereof; 6 -6- (d) the Company shall use its reasonable efforts to cause its current insurance (or re-insurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (e) the Company shall: (i) use its reasonable efforts, and cause each of its Subsidiaries to use its reasonable efforts, to preserve intact their respective business operations, business organizations and goodwill, to keep available the services of its officers and employees as a group and to maintain satisfactory relationships with suppliers, agents, distributors, customers and others having business relationships with it or its Subsidiaries; (ii) not take any action, or permit any of its Subsidiaries to take any action, that would render, or that reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to the Effective Time if then made; and (iii) promptly notify the Acquiror orally and in writing of any material adverse change in the normal course of its or any of its material Subsidiaries' businesses or in the operation of its or any of its material Subsidiaries' properties, and of any material governmental or third party complaints, orders, investigations or hearings (or communications indicating that the same may be contemplated); (f) the Company shall not settle or compromise any claim brought by any current, future, former or purported holder of any securities of the Company in connection with the transactions contemplated by this Agreement or the Offer prior to the Effective Time without the prior written consent of the Acquiror; and (g) the Company shall not enter into or modify any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section ERROR! REFERENCE SOURCE NOT FOUND. without the prior consent of the Acquiror. 7 -7- II.2 NON-SOLICITATION. (a) The Company shall not, directly or indirectly, through any officer, director, employee, representative or agent of the Company or any of its Subsidiaries, solicit or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding any merger, amalgamation, reorganization, recapitalization, take-over bid, sale of substantial assets, sale of treasury shares or similar transactions involving the Company or any Subsidiaries of the Company (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"), provided nothing contained in this SECTION ERROR! REFERENCE SOURCE NOT FOUND. or any other provision of this Agreement shall prevent the board of directors of the Company from considering, negotiating, approving and recommending to the Shareholders an unsolicited bona fide written Acquisition Proposal for which adequate financial arrangements have been made, which the board of directors of the Company determines in good faith (after consultation with its financial advisors, and after receiving a written opinion of outside counsel, or advice of outside counsel that is reflected in the minutes of the board of directors of the Company, to the effect that the board of directors is required to do so in order to discharge properly its fiduciary duties) would, if consummated in accordance with its terms, result in a transaction more favourable to the Shareholders than the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal"). (b) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than the Acquiror) with respect to any potential Acquisition Proposal. The Company agrees not to release any third party from any confidentiality agreement to which the Company and such third party is a party or to waive any of the provisions of such agreements provided, however, that the Company may waive the standstill provisions contained in confidentiality agreements entered into before the date hereof. The Company shall immediately request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with the Company relating to a potential Acquisition Proposal and shall use all reasonable efforts to ensure that such requests are honoured. (c) The Company shall immediately notify the Acquiror of any existing Acquisition Proposals or of any future Acquisition Proposal or any request for non-public information relating to the Company or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any Subsidiary by any person or entity that informs any member of the board of directors of the Company or such Subsidiary that it is considering making, or has made, 8 -8- an Acquisition Proposal. Such notice to the Acquiror shall be made, from time to time, orally and confirmed in writing and shall indicate such details of the proposal, inquiry or contact known to such person as the Acquiror may reasonably request including the identity of the person making such proposal, inquiry or contact. (d) If the board of directors of the Company receives a request for material non-public information from a party who proposes to the Company a bona fide Acquisition Proposal and the board of directors of the Company determines that such proposal is a Superior Proposal pursuant to Section ERROR! REFERENCE SOURCE NOT FOUND., then, and only in such case, the Company may, subject to the prior execution and delivery of a confidentiality agreement in substantially the same form and containing the same restrictions and limitations as are set forth in the confidentiality agreement then in effect between the Company and the Acquiror, provide such party with access to information regarding the Company; provided that, in respect of any Acquisition Proposal currently outstanding, no such term need be imposed that would be inconsistent with, or would render the party unable to make, the unamended Acquisition Proposal or to complete the unamended Acquisition Proposal pursuant to the terms thereof. The Company agrees to send a copy of any such confidentiality agreement to the Acquiror immediately upon its execution. (e) The Company shall ensure that the officers, directors and employees of the Company and its Subsidiaries and any investment bankers or other advisors or representatives retained by the Company are aware of the provisions of this section, and the Company shall be responsible for any breach of this Section ERROR! REFERENCE SOURCE NOT FOUND. by such bankers, advisors or representatives. II.3 ACCESS TO INFORMATION. Subject to the existing Confidentiality Agreement between the Company and the Acquiror dated March 18, 1998 (the "Confidentiality Agreement"), upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford the Acquiror's officers, employees, counsel, accountants and other authorized representatives and advisors ("Representatives") reasonable access, during normal business hours from the date hereof and until the expiration of this Agreement, to its properties, books, contracts and records as well as to its management personnel, and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Acquiror all information concerning its business, properties and personnel as the Acquiror may reasonably request. For greater certainty, the Company hereby waives the standstill provisions in section 9 of the Confidentiality Agreement. 9 -9- ARTICLE III FEES AND OTHER ARRANGEMENTS III.1 PAYMENT OF FEE. (a) If at any time after the execution of this Agreement: (i) the board of directors has withdrawn, redefined or changed, during the term of the Offer, any of its recommendations, resolutions or determinations referred to in Sections ERROR! REFERENCE SOURCE NOT FOUND., ERROR! REFERENCE SOURCE NOT FOUND., 1.6 or ERROR! REFERENCE SOURCE NOT FOUND. in a manner adverse to the Acquiror or shall have resolved to do so; (ii) any third party acquires by any means whatsoever during the term of the Offer Shares so as to own in excess of 50% of the Shares; or (iii) the Company breaches in any material respect any of its representations, warranties or covenants made in this Agreement, including, without limitation, the representations and covenants in Section ERROR! REFERENCE SOURCE NOT FOUND.; (each of the above being a "Full Fee Event"), then the Company shall pay to the Acquiror $8,000,000, in immediately available funds to an account designated by the Acquiror, such amount to be due and payable within one business day after the first to occur of the Full Fee Events described above. (b) If following the execution of this Agreement, (i) an Acquisition Proposal is made to the Shareholders or to the Company, or the currently outstanding Acquisition Proposal is amended to increase the consideration offered thereunder and upon the expiry of the Offer the Minimum Condition (as defined in Schedule "A" to this Agreement) of the Offer has not been satisfied; and (ii) a Full Fee Event (as defined in Section 3.1(a)) has not occurred then the Company shall pay to the Acquiror $4,000,000, in immediately available funds to an account designated by the Acquiror, such amount to be due and payable within one business day after the occurrence of the event (a "Half Fee Event") described in clause (b)(i) above. Full Fee Events and the Half Fee Event being hereinafter referred to as Fee Events. 10 -10- ARTICLE IV COVENANTS OF THE ACQUIROR IV.1 EMPLOYMENT AGREEMENTS. The Acquiror covenants and agrees, and after the Effective Time will cause the Company and any successor to the Company to agree, to honour and comply with the terms of those existing employment and severance agreements and policies of the Company which the Company has disclosed to the Acquiror prior to the date hereof. IV.2 OFFICERS' AND DIRECTORS' INSURANCE. The Acquiror agrees to use reasonable efforts to secure directors' and officers' insurance coverage for the Company's current and former directors and officers on a seven year "trailing" (or "run-off") basis on terms and conditions no less advantageous to the directors and officers of the Company than those contained in the policy in effect on the date hereof. If a trailing policy is not available at a reasonable cost (a "reasonable cost" being not greater than the estimated cost of providing the coverage referred to in this and the next sentence), then the Acquiror agrees that for the entire period from the Effective Time until three years after the Effective Time, the Acquiror will cause the Company or any successor to the Company to maintain the Company's current directors' and officers' insurance policy or an equivalent policy, subject in either case to terms and conditions no less advantageous to the directors and officers of the Company than those contained in the policy in effect on the date hereof, for all current and former directors and officers of the Company, covering claims made prior to or within three years after the Effective Time. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY V.1 REPRESENTATIONS. The Company hereby provides to the Acquiror those representations and warranties as set forth in Schedule "B" to this Agreement (and acknowledges that the Acquiror is relying upon those representations and warranties in connection with entering into this Agreement). V.2 INVESTIGATION. Any investigation by the Acquiror and its advisors shall not mitigate, diminish or affect the representations and warranties of the Company provided pursuant to this Agreement. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR VI.1 REPRESENTATIONS. The Acquiror hereby represents and warrants to the Company as provided in Schedule "C" to this Agreement (and acknowledges that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement). 11 -11- ARTICLE VII MUTUAL COVENANTS VII.1 CONSULTATION. The Acquiror and the Company agree to consult with each other in issuing any press releases or otherwise making public statements with respect to the Offer or any other Acquisition Proposal and in making any filings with any federal, provincial or state governmental or regulatory agency or with any securities exchange with respect thereto. Each party shall use its reasonable efforts to enable the other party to review and comment on all such press releases prior to release thereof. VII.2 FURTHER ASSURANCE. Subject to the terms and conditions herein, the Acquiror and the Company agree to use their respective reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate the transactions contemplated by this Agreement and the Offer. The Company and the Acquiror will, and will cause each of their respective Subsidiaries to, use their reasonable efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material loan agreements, leases and other contracts or agreements (including, in particular but without limitation, the agreement of any persons as may be required pursuant to any agreement, arrangement or understanding relating to the Company's or to its Subsidiaries' operations), (ii) to obtain all necessary consents, approvals and authorizations as are required to be obtained under any federal, provincial, state or foreign law or regulations with respect to this Agreement or the Offer, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby or by the Offer, and (iv) to fulfil all conditions and satisfy all provisions of this Agreement and the Offer. For greater certainty, the Company and the Acquiror agree that an order of a regulatory authority having jurisdiction which cease trades the Rights issued pursuant to the Company's Shareholder Rights Plan does not in and of itself constitute a breach of this Agreement or relieve either party of its obligations hereunder. ARTICLE VIII TERMINATION VIII.1 TERMINATION. This Agreement may be terminated prior to the Effective Time: (a) by mutual written consent of the Acquiror and the Company; (b) by the Company after June 30, 1998 if the Acquiror has not become legally obligated to accept and take-up any Shares pursuant to the Offer by such date; (c) by either the Acquiror or the Company, if the Minimum Condition or any other condition of the Offer has not been satisfied or waived on the expiry of the Offer, as the same may be extended from time to time by the 12 -12- Acquiror pursuant to the terms of the Offer; (d) by the Acquiror at any time following the occurrence of a Fee Event as provided in Section 3.1; or (e) by the Company, if the Acquiror does not mail the Offer as provided in Section ERROR! REFERENCE SOURCE NOT FOUND., provided that no Fee Event has occurred; except that the obligations set forth in Section ERROR! REFERENCE SOURCE NOT FOUND. shall survive the termination of this Agreement, other than in respect of a termination pursuant to Section 0 above. VIII.2 WITHDRAWAL OF OFFER. If this Agreement is terminated as provided in Section ERROR! REFERENCE SOURCE NOT FOUND. above, the Acquiror may terminate or withdraw the Offer without any liability or further obligation on its part under this Agreement. ARTICLE IX MISCELLANEOUS IX.1 AMENDMENT OR WAIVER. This Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by written instrument executed by the Acquiror and the Company; provided, however, that either the Acquiror or the Company may in its discretion waive a condition herein which is solely for its benefit without the consent of the other. No waiver of any nature, in any one or more instances, shall be deemed or construed as a further or continued waiver of any condition or any breach of any other term, representation or warranty in this Agreement. IX.2 ENTIRE AGREEMENT. This Agreement and the documents referred to herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, arrangements or understandings with respect thereto. IX.3 HEADINGS. The descriptive headings are for convenience of reference only and shall not control or affect the meaning or construction of any provisions of this Agreement. IX.4 NOTICES. All notices or other communications which are required or permitted hereunder shall be communicated confidentially and in writing and shall be sufficient if delivered personally, or sent by confidential telecopier addressed as follows: 13 -13- To the Acquiror: c/o Oglebay Norton Company 1100 Superior Avenue, 20th Floor Cleveland, OH 44114-2598 Attention: Mr. Jeffrey S. Gray Vice President - Corporate Development and Legal Affairs Facsimile: (216) 861-2314 With a Copy to: Stikeman, Elliott Suite 5300 Commerce Court West Toronto, Ontario M5L 1B9 Attention: Mr. John M. Stransman Mr. Robert W.A. Nicholls Facsimile: (416) 947-0866 To the Company: 251 North Service Road West Suite 306 Oakville, Ontario L6M 3E7 Attention: Mr. Robert Stone Facsimile: (604) 608-6163 With a Copy to: McCarthy, Tetrault 55 King Street West TD Bank Tower TD Centre, 49th Floor Toronto, Ontario M5K 1E6 Attention: Mr. David Armstrong Mr. Graham Gow Facsimile: (416) 868-1891 14 -14- IX.5 COUNTERPARTS. This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original instrument but all such counterparts together shall constitute but one Agreement. IX.6 EXPENSES. Each party will pay its own expenses. The Acquiror and the Company represent and warrant to each other that, except for CIBC Wood Gundy Securities Inc. in the case of the Company, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission, or to the reimbursement of any of its expenses, in connection with the Offer. The Company has provided to the Acquiror a correct and complete copy of all agreements between the Company and each of its financial advisors as are in existence at the date hereof. The Company covenants not to amend the terms of any such agreements relating to the payment of fees and expenses without the prior written approval of the Acquiror. IX.7 ASSIGNMENT. The Acquiror may assign all or any part of its rights or obligations under this Agreement to a direct or indirect Subsidiary of the Acquiror, but, if such assignment takes place, the Acquiror shall continue to be liable to the Company for any default in performance by the assignee. This Agreement shall not otherwise be assignable by either party without the prior written consent of the other party. IX.8 SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be effected, impaired or invalidated and the parties shall negotiate in good faith to modify the Agreement to preserve each party's anticipated benefits under the Agreement. IX.9 CURRENCY. All references to dollars or "$" in this Agreement refer to Canadian dollars. IX.10 CHOICE OF LAW. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed on their behalf by their officers thereunto duly authorized as of the date first written above. OGLEBAY NORTON COMPANY By: /s/ John N. Lauer ---------------------------------- Name: John N. Lauer Title: President and C.E.O. 15 -15- GLOBAL STONE CORPORATION By: /s/ Robert R. Stone ---------------------------------- Name: Robert R. Stone Title: Chairman 16 SCHEDULE "A" TERMS OF THE OFFER 1. GENERAL TERMS. The Offer shall be made by a circular bid prepared in compliance with the Securities Act (Ontario) and other applicable provincial securities laws and in accordance with the Multi-Jurisdictional Disclosure System to United States Shareholders. 2. EXPIRY DATE. The Offer shall be open until midnight on the 21st day following the mailing thereof (provided that the Acquiror may extend such period of time in its sole discretion). 3. OFFER PRICE. The Offer shall be made in cash at a price of not less than $7.80 per Share (including Shares which may become outstanding on the exercise of options, warrants or other rights to purchase Shares (other than rights issued pursuant to the Shareholder Rights Plan)). 4. The Offer shall not be subject to any conditions other than those substantially described as follows: (a) at the expiry time there shall have been validly deposited under the Offer and not withdrawn a number of Shares which constitutes at least 66 2/3% of the outstanding Shares (calculated on a fully diluted basis) (the "Minimum Condition"); (b) the Acquiror shall have determined, acting reasonably, that no material right, property, franchise or license of the Company or any of its Subsidiaries has been or may be impaired (which impairment has not been cured or waived) or otherwise adversely affected as a result of the making of the Offer or the taking up and paying for Shares deposited under the Offer including, for greater certainty, through the triggering of any third party's right (including subject to the provision of notice, the lapse of time, or both) to acquire any material asset of the Corporation or any of its Subsidiaries; (c) all requisite governmental, stock exchange or regulatory approvals, consents and exemptions with respect to the Offer or any other transaction contemplated by the Offer shall have been obtained on terms satisfactory to the Acquiror acting reasonably including without limitation: (i) all approvals or exemptions required under the Investment Canada Act shall have been obtained on terms satisfactory to the Acquiror acting reasonably; (ii) no proceedings shall have been taken or threatened under the merger provisions of Part VIII or under Part VI of the Competition Act (Canada) in respect of the transaction which may result from 17 -2- the Offer; and (iii) any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have expired or been earlier terminated; (d) no act, action, suit or proceeding shall have been threatened or taken before or by any Canadian or United States federal, provincial, state or foreign court or other tribunal or governmental agency or other regulatory or administrative agency or commission or by any elected or appointed public official or private person (including without limitation any individual, corporation, firm, group or other entity) in Canada, the United States or elsewhere, whether or not having the force of law, and no law, regulation or policy shall have been proposed, enacted, promulgated or applied, whether or not having the force of law, which could reasonably be expected to have the effect of: (i) making illegal, or otherwise directly or indirectly restraining or prohibiting or making materially more costly, the making of the Offer, the acceptance for payment of, payment for, or ownership, directly or indirectly, of some or all of the Shares by the Acquiror, the completion of a compulsory acquisition or any subsequent acquisition transaction or the consummation of any of the transactions contemplated by the Offer; (ii) prohibiting or materially limiting the ownership or operation by the Company or any of its Subsidiaries, or by the Acquiror (or the parent of the Acquiror), directly or indirectly, of all or any material portion of the business or assets of the Company, on a consolidated basis, or the Acquiror (or the parent of the Acquiror), directly or indirectly, or compelling the Acquiror (or the parent of the Acquiror), directly or indirectly, to dispose of or hold separate all or any material portion of the business or assets of the Company, on a consolidated basis, or the Acquiror (or the parent of the Acquiror), directly or indirectly, as a result of the transactions contemplated by the Offer; (iii) imposing or confirming limitations on the ability of the Acquiror, directly or indirectly, effectively to acquire or hold or to exercise full rights of ownership of the Shares, including without limitation the right to vote any Shares acquired or owned by the Acquiror (or the parent of the Acquiror), directly or indirectly, on all matters properly presented to the Shareholders of the Company, including without limitation the right to vote any shares of capital stock of any Subsidiary (other than immaterial Subsidiaries) directly or indirectly owned by the Company; (iv) requiring divestiture by the Acquiror, directly or indirectly, of any 18 -3- Shares; or (v) materially adversely affecting the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole or the value of the Shares or of the Offer to the Acquiror; (e) there shall not exist any prohibition at law against the Acquiror making the Offer or taking up and paying for all of the Shares under the Offer or completing any compulsory acquisition or any subsequent acquisition transaction; (f) there shall not have occurred (or if there shall have occurred prior to the commencement of the Offer and not publicly disclosed, there shall not have been generally disclosed or disclosed to the Acquiror in writing after the commencement of the Offer) any change (or any condition, event or development involving a prospective change) in the business, assets, capitalization, financial condition, licenses, permits, rights, privileges or liabilities (including without limitation any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), whether contractual or otherwise, of the Company and its Subsidiaries considered as a whole which, in the reasonable judgment of the Acquiror, is materially adverse and there shall not have occurred any change (or any condition, event or development involving a prospective change) in the business, assets, capitalization, financial condition, licenses, permits, rights, privileges or liabilities (including without limitation any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), whether contractual or otherwise, of the Acquiror which is materially adverse (other than a material adverse change that has occurred as a result of acts or omissions within the reasonable control of the Acquiror); (g) (A) neither the board of directors of the Company nor any committee thereof shall have approved or recommended any proposal or any other acquisition of Shares other than the Offer, (B) no corporation, partnership, person or other entity or group shall have entered into a definitive agreement or an agreement in principle with the Company with respect to a take-over bid (other than the Offer), tender offer or exchange offer, merger, sale of assets, amalgamation, plan of arrangement, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction with or involving the Company or any of its Subsidiaries and (C) neither the board of directors of the Company nor any committee thereof shall have resolved to do any of the foregoing; and (h) there shall not have occurred any material breach by the Company of any of the representations, warranties or covenants of the Pre-Acquisition Agreement or any termination of the Pre-Acquisition Agreement pursuant to the terms thereof. 19 -4- The foregoing conditions shall be for the exclusive benefit of the Acquiror and may be waived by the Acquiror in whole or in part at any time and from time to time, both before or after the expiry time. 20 SCHEDULE "B" REPRESENTATIONS AND WARRANTIES OF THE COMPANY (a) ORGANIZATION. Each of the Company and each of its direct and indirect Subsidiaries (collectively, the "Subsidiaries") has been duly incorporated or formed under applicable law, is validly existing and has full corporate or legal power and authority to own its properties and conduct its businesses as currently owned and conducted. All of the outstanding shares of capital stock and other ownership interests of the Subsidiaries are validly issued, fully paid and non-assessable and all such shares and other ownership interests owned directly or indirectly by the Company are owned free and clear of all material liens, claims or encumbrances, and except as disclosed in writing to the Acquiror prior to the date hereof, there are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any shares of capital stock or other ownership interests in any of the Subsidiaries. (b) CAPITALIZATION. As of the date hereof, there are 29,679,025 Shares issued and outstanding. As at the date hereof, up to a maximum of 2,199,000 Shares may be issued pursuant to outstanding stock option entitlements. Except as described in the immediately preceding sentence, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments obligating the Company or any Subsidiary to issue or sell any shares of any capital stock of the Company or any of its Subsidiaries or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Company, any Subsidiary or any other person, nor, except as disclosed to the Acquiror prior to the date hereof, is there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of the Company or any Subsidiary. (c) AUTHORITY. The Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by the board of directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity. Except as disclosed in writing to the Acquiror prior to the date hereof, the execution and delivery by the Company of this Agreement and performance by it of its obligations hereunder and (subject to satisfying the conditions to the Offer specified in clause 4(d) of Schedule "A" with respect to subparagraph A(ii) below) the completion of the Offer and the transactions contemplated thereby, will not: 21 -2 (A) result in a violation or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of: (i) its or any Subsidiary's certificate of incorporation, articles, by-laws or other charter documents, including any unanimous shareholder agreement or any other agreement or understanding with any party holding an ownership interest in any Subsidiary; (ii) any law, regulation, order, judgment or decree; or (iii) any material contract, agreement, license, franchise or permit to which the Company or any Subsidiary is bound or is subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness to come due before its stated maturity or cause any available credit to cease to be available; or (C) result in the imposition of any encumbrance, charge or lien upon any of its material assets or the material assets of any Subsidiary, or restrict, hinder, impair or limit the ability of the Company or any Subsidiary to carry on the business of the Company or any Subsidiary as and where it is now being carried on or as and where it may be carried on in the future. (d) ABSENCE OF CHANGES. Since September 30, 1997, and except as has been publicly disclosed in any document filed with the Ontario Securities Commission (i) the Company and the Subsidiaries have conducted their respective businesses only in the ordinary course, (ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to the Company or any Subsidiary has been incurred, and (iii) there has not been any material adverse change in the financial conditions, results of operations or businesses of the Company or any Subsidiary. (e) NO MATERIAL MISREPRESENTATION. As at their respective dates, the public filings made by the Company under the Securities Act (Ontario) did not contain any material misstatement or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statement made therein, in light of the circumstances under which they were made, not misleading. (f) FINANCIAL STATEMENTS. The audited consolidated balance sheets and consolidated statements of loss and deficit and consolidated statements of changes in financial position as at or for the periods ended September 30, 1997 and September 30, 1997, as applicable, as contained in the Company's 1997 Annual Report, were prepared in accordance with generally accepted accounting principles in Canada consistently applied, and fairly present the consolidated financial condition of the Company at the respective dates indicated and the results of operations of the Company (on a consolidated basis) for the periods covered. 22 -3- (g) LITIGATION, ETC. Except as set forth or specifically reflected in any document filed with the Ontario Securities Commission, or as disclosed in writing to the Acquiror prior to the date hereof, there is no claim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against or relating to the Company or any Subsidiary or affecting any of their properties or assets before any court or governmental or regulatory authority or body that, if adversely determined, is likely to have a material adverse effect on the Company or any Subsidiary or prevent or materially delay consummation of the transactions contemplated by this Agreement or the Offer, and the Company is not aware of any basis for any such claim, action, proceeding or investigation. Neither the Company nor any Subsidiary is subject to any outstanding order, writ, injunction or decree that has had or may have a material adverse effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or the Offer. (h) ENVIRONMENTAL. Except as has been disclosed in writing to the Acquiror prior to the date hereof, neither the Company nor any Subsidiary is aware of, or has received: (i) any order or directive which relates to environmental matters which requires any material work, repairs, construction, or capital expenditures; or (ii) any demand, notice or other communication with respect to or alleging the material breach of any environmental, health, or safety law applicable to the Company or any Subsidiary, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of environmental contaminants or hazardous substances or materials. (i) INSURANCE. Policies of insurance in force as of the date hereof naming the Company as an insured adequately cover all risks reasonably and prudently foreseeable in the operation and conduct of the business of the Company and the Subsidiaries as would be customary in respect of the businesses carried on by the Company. (j) TAX MATTERS. (A) DEFINITIONS. For purposes of this Agreement, the following definitions shall apply: (i) The term "Taxes" shall mean all taxes, however denominated, including any interest, penalties or other additions that may become payable in respect thereof, imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income 23 -4- or profits taxes (including, but not limited to, federal income taxes and provincial income taxes), payroll and employee withholding taxes, unemployment insurance, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers' compensation and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which the Company or any of its material Subsidiaries is required to pay, withhold or collect. (ii) The term "Returns" shall mean all reports, estimates, declarations of estimated tax, information statements and returns relating to, or required to be filed in connection with, any Taxes. (B) RETURNS FILED AND TAXES PAID. All Returns required to be filed by or on behalf of the Company or any material Subsidiaries have been duly filed on a timely basis and such Returns are true, complete and correct. All Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other Taxes are payable by the Company or any material Subsidiaries with respect to items or periods covered by such Returns. (C) TAX RESERVES. The Company has paid or provided adequate accruals in its financial statements for the year ended dated September 30, 1997 for Taxes, including income taxes and related deferred taxes, in conformity with generally accepted accounting principles applicable in Canada. (E) TAX DEFICIENCIES; AUDITS; STATUTES OF LIMITATIONS. Except as disclosed in writing to the Acquiror, no deficiencies exist or have been asserted with respect to Taxes of the Company or any material Subsidiary. Neither the Company nor any material Subsidiary is a party to any action or proceeding for assessment or collection of Taxes, nor has such event been asserted or threatened against the Company or any material Subsidiary or any of their respective assets. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of the Company or any material Subsidiary. Except as has been disclosed in writing to the Acquiror, the Returns of the Company and any material Subsidiary have never been audited by a government or taxing authority, nor is any such audit in process, pending or threatened. (k) PENSION AND TERMINATION BENEFITS. Other than as disclosed in writing to the Acquiror prior to the date hereof, the Company has provided adequate accruals in its financial statements for the year ended September 30, 1997 (or such amounts are fully funded) for all pension or other employee benefit obligations of the Company arising under or relating to each of the pension or retirement income plans or other employee benefit plans or agreements or policies maintained by or binding on the Company or any of its Subsidiaries as well as for any other 24 -5- payment required to be made by the Company in connection with the termination of employment or retirement of any employee of the Company or any Subsidiary. 25 SCHEDULE "C" REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR (a) ORGANIZATION. The Acquiror has been duly incorporated and organized, and is validly existing, as a corporation under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. (b) AUTHORITY. The Acquiror has the requisite corporate power and authority to enter into this Agreement and to carry out its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and no other corporate proceedings on the part of the Acquiror are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Acquiror and constitutes a valid and binding obligation of the Acquiror, enforceable by the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity. (c) FINANCING. The Acquiror has made adequate arrangements to ensure that required funds are available to effect payment in full for all Shares offered to be acquired pursuant to the Offer and pursuant to Section ERROR! REFERENCE SOURCE NOT FOUND. of the Agreement. EX-99.1 3 EXHIBIT 99.1 1 OGLEBAY NORTON COMPANY Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE CLEVELAND, OHIO FOR FURTHER INFORMATION MAY 22, 1998 CONTACT JEFFREY S. GRAY OGLEBAY NORTON COMPANY (216) 861-8736 OGLEBAY NORTON ANNOUNCES TAKE-UP GLOBAL STONE SHARES DEPOSITED TO OFFER Oglebay Norton Acquisition Company Limited, a subsidiary of Oglebay Norton Company (The Nasdaq Stock Market: OGLE), today announced that it had taken up and made payment to the Depositary for the approximately 98.6% of the outstanding common shares of Global Stone Corporation (calculated on a fully diluted basis) that were deposited in acceptance of its offer dated April 24, 1998. Oglebay Norton Acquisition Limited has also sent to non-depositing shareholders the required notice pursuant to the compulsory acquisition provisions of the Canada Business Corporations Act to acquire the remaining outstanding common shares of Global Stone Corporation at the $7.80 per share offer price. Global Stone Corporation, the fifth largest producer of lime in North America, had net revenues of Cdn. $151 million for the fiscal year ended September 30, 1997 from sales of lime, chemical limestone and construction aggregates used in a variety of manufacturing processes and industries, including iron and steel, pulp and paper, chemical, environmental, agricultural and construction. Global Stone has approximately 700 employees with eight operations in Canada and the United States. Oglebay Norton is a Cleveland, Ohio-based company engaged in Great Lakes marine transportation and material handling, and the mining and marketing of industrial sands and limestone. In 1997 the Company had revenues from continuing operations of $145 million. # # # -----END PRIVACY-ENHANCED MESSAGE-----