SCHEDULE 14A(Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a)of the Securities Exchange Act of 1934
Filed by the
Registrant: x
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Filed by a party
other than the Registrant ¨
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Check the
appropriate box:
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¨ Preliminary Proxy
Statement
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¨ Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x Definitive Proxy
Statement
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¨ Definitive
Additional Materials
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¨ Soliciting
Material Under Rule 14a-12
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x No fee
required
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table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): N/A
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(4)
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¨ Fee paid
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¨
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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.
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(1)
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Amount previously
paid: N/A
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(2)
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(3)
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Filing Party:
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(4)
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Date Filed:
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elect three
directors to the class whose term in office will expire in
2003;
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approve the Oglebay
Norton Company 1999 Long-Term Incentive Plan; and
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hear reports and
transact any other business that may properly come before the Annual
Meeting.
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/s/
Rochelle F. Walk
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ROCHELLE
F. WALK
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Vice
President
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and
Secretary
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elect three
directors to the class whose term in office will expire in
2003;
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approve the Oglebay
Norton Company 1999 Long-Term Incentive Plan; and
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hear reports and
transact any other business that may properly come before the Annual
Meeting.
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delivering a
written notice of revocation dated later than the proxy to the Secretary
of Oglebay Norton (at the address included on the cover page of this Proxy
Statement);
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properly executing
another proxy for the same shares and delivering it to the Secretary of
Oglebay Norton; or
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attending the
Annual Meeting and voting in person (although attendance at the Annual
Meeting will not by itself revoke your proxy).
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three directors are
in the class whose term in office expires at the Annual Meeting in
2000;
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three directors are
in the class whose term in office expires at the Annual Meeting in 2001;
and
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two directors are
in the class whose term in office expires at the Annual Meeting in
2002.
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Name |
Age |
Principal
Occupation, Business Experience and Other Directorships |
Director
Since |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|
James T. Bartlett | 63 | Managing Director,
Primus Venture Partners, Inc., Cleveland, Ohio,
and fund manager for Primus Capital Fund and Primus Capital Funds II, III and IV, venture capital limited partnerships, for more than five years. Mr. Bartlett is also a director of Keithley Instruments, Inc. and Lamson & Sessions and a trustee of the Cleveland Museum of Art and Berea College. |
1996 | ||||||||||
Albert C. Bersticker | 65 | Retired since May
1, 1999, Chairman of the Board, from January 1,
1999 until May 1, 1999, Chairman and Chief Executive Officer, from January 1, 1996 to December 31, 1998, and President and Chief Executive Officer, from May 1991 to December 1995, of Ferro Corporation, producer of specialty coatings, plastics, chemicals and ceramics. Mr. Bersticker also serves on the Boards of Directors of Brush Wellman Corporation, Ferro Corporation and KeyCorp. |
1992 | ||||||||||
William G. Pryor | 60 | President, since
April 1993, of Van Dorn Demag Corporation,
manufacturer of plastic injection molding equipment; President and Chief Executive Officer, Van Dorn Corporation (predecessor to Van Dorn Demag Corporation), January 1, 1992 to April 20, 1993. |
1997 | ||||||||||
Directors Whose Term Expire in 2002 | |||||||||||||
John N. Lauer | 61 | President, Chief
Executive Officer and Director of Oglebay Norton
since January 1, 1998 and Chairman of the Board since July, 1998; retired private investor and Ph.D. student, 1994 to December 1997; President and Chief Operating Officer, The B.F. Goodrich Company, a chemical and aerospace company, from 1990 to 1994. Mr. Lauer also serves on the Boards of Directors of Diebold, Incorporated, Menasha Corporation and BorsodChem, Rt. |
1998 | ||||||||||
Madeleine W. Ludlow | 45 | Vice President
and Chief Financial Officer since February 2000 of
Cinergy Corporation, an electric and gas utility company, President, Energy Commodities Business Unit since April 1998, and Vice President and Chief Financial Officer, April 1997 until April 1998, of Cinergy Corporation. Ms. Ludlow was Vice President of the Public Service Enterprise Group from 1992 to 1997. |
2000 | ||||||||||
Directors Whose Terms Expire in 2001 | |||||||||||||
Malvin E. Bank | 69 | General
Counsel, The Cleveland Foundation. Previously, Partner,
Thompson, Hine and Flory LLP. Mr. Bank also serves on the Board of Directors of Metropolitan Financial Corp. |
1977 | ||||||||||
William G. Bares | 58 | Chairman,
President and Chief Executive Officer, since April 1996,
President and Chief Executive Officer, from January 1996 to April 1996, and President and Chief Operating Officer, from 1987 to 1995, of The Lubrizol Corporation, Cleveland, Ohio, a supplier of chemical additives for use in lubricants and fuels. Mr. Bares also serves on the Boards of Directors of The Lubrizol Corporation, Applied Industrial Technologies, Inc. and KeyCorp. |
1982 | ||||||||||
John D. Weil | 59 | President of
Clayton Management Co., St. Louis, Missouri,
investments, for more than five years. Mr. Weil also serves on the Boards of Directors of PICO Holdings Inc., Todd Shipyards Corporation, Southern Investors Service Co. Inc., Allied Healthcare Products, Inc. and Baldwin & Lyons, Inc. |
1992 |
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the nominee
s name, age and business and residence addresses;
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the nominee
s principal occupation and qualifications to serve as a
director;
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a list of
companies of which the nominee is an officer or director;
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a statement on
whether the nominee is a United States citizen;
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the number of
shares of Oglebay Nortons common stock owned by the
nominee;
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the name of the
recommending stockholder; and
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the nominee
s written consent to be nominated.
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share units
based upon the market price of Oglebay Nortons common stock at
the date on which the cash computation otherwise would have been paid;
or
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an account as
deferred cash which is credited with a market rate of
interest.
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Stock
OptionA right to purchase a specified number of shares,
during a specified period, and at a specified exercise price, all as
determined by the Committee.
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Cash
Incentive Payment AwardAn award that is payable in cash and
is contingent upon the achievement of performance goals established by
the Committee.
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Name And
Position |
Number
Of Units |
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John N. Lauer, President and Chief Executive Officer | 0 | |
Danny Shepherd, Vice President, Lime and Limestone | 7,000 | |
David H. Kelsey, Vice President and Chief Financial Officer | 7,000 | |
Stuart H. Theis, Vice President, Marine Services | 5,500 | |
Jeffrey S. Gray, Vice President, Industrial Sands | 4,500 | |
Total Executive Group, including named executives | 35,000 | |
Non-Executive Director Group | 0 | |
Non-Executive Officer Employee Group | 28,725 |
Name |
Amount and
Nature of Beneficial Ownership |
Percent of
Outstanding Shares |
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Malvin E. Bank
3900 Key Center 127 Public Square Cleveland, Ohio 44114 |
316,273 | (1)(2) | 6.4 | % | ||
John D. Weil
200 North Broadway, Suite 825 St. Louis, Missouri 63102-2573 |
582,395 | (2)(3) | 11.8 | % | ||
William G. Bares | 3,542 | (2) | * | |||
James T. Bartlett | 28,683 | (2) | * | |||
Albert C. Bersticker | 4,981 | (2) | * | |||
John N. Lauer | 75,042 | 1.5 | % | |||
Madeleine W. Ludlow | 510 | (2) | * | |||
William G. Pryor | 3,136 | (2) | * | |||
Jeffrey S. Gray | 2,398 | * | ||||
David H. Kelsey | 30,193 | (4)(5) | * | |||
Stuart H. Theis | 9,217 | (5)(6) | * | |||
Danny R. Shepherd | 4,023 | (5) | * | |||
Directors,
nominees and executive officers as a group, including those
listed above (16 persons) |
1,106,599 | (2)(5) | 22.3 | % |
*
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Represents less
than 1% of the outstanding shares of Oglebay Nortons common
stock on March 13, 2000.
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(1)
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Mr. Banks
shares include 311,323 shares held in various trusts, for which he and
Key Trust Company of Ohio, N.A. are co-trustees. As a trustee, Mr.
Bank has sole voting and dispositive power as to 212,718 shares and
shared voting and dispositive power (with Key Trust) as to 103,555
shares. In addition, Mr. Bank has sole voting and dispositive power as
to 4,950 shares held individually.
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(2)
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Includes share
units calculated as of February 29, 2000 which each individual is
entitled to pursuant to Oglebay Nortons Director Fee Deferral
Plan: Bares 1,942 shares; Bartlett
2,356 shares; Bersticker 2,354 shares; Ludlow
310 shares; Pryor 2,026 shares; and Weil
2,195 shares. Also includes 500 shares to be issued
to Mr. Bersticker as Lead Director, and, with respect to each other
individual, 200 shares to be issued, at the Annual Meeting pursuant to
Oglebay Nortons Director Stock Plan.
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(3)
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Mr. Weil has
sole voting power as to 2,195 shares, sole investment power as to 800
shares and shared voting and dispositive power as to 579,400
shares.
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(4)
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Includes
options which are or within 60 days will become
exercisable.
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(5)
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Includes the
following numbers of shares, rounded to the nearest whole share,
beneficially owned as of December 31, 1999 under Oglebay Nortons
Incentive Savings and Stock Ownership Plan by the following executive
officers: Shepherd 1,406 shares; Kelsey
2,118 shares; Theis 6,942 shares; Gray
1,390 shares; and executive officers as a group
18,417 shares.
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(6)
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Includes 1,525
share units attributable to Mr. Theis as of March 6, 2000, under the
former Oglebay Norton long-term incentive plan which share units are
payable in shares of Oglebay Nortons common stock upon Mr. Theis
retirement, death or termination of employment or a change in
control of Oglebay Norton (each as defined under the former long-term
incentive plan).
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Name of
Owner |
Amount and
Nature of
Beneficial Ownership |
Percent of
Outstanding Shares |
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Key Trust
Company of Ohio, N.A., as Trustee
127 Public Square Cleveland, Ohio 44114 |
1,012,269 (1 | ) | 21.2 | % | ||
A. Alex Porter
and Paul Orlin
100 Park Avenue New York, New York 10017 |
338,500 (2 | ) | 7.0 | % | ||
Douglas N. Barr
3900 Key Center 127 Public Square Cleveland, Ohio 44114-1216 |
289,040 (3 | ) | 6.1 | % | ||
Robert I. Gale,
III
17301 St. Clair Avenue Cleveland, Ohio 44110 |
285,260 (4 | ) | 6.0 | % | ||
Dimensional
Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor Santa Monica, California 90401 |
280,856 (5 | ) | 5.8 | % |
(1)
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As of February
17, 2000, based upon information contained in a Schedule 13G filed
with the Securities and Exchange Commission, Key Trust Company of
Ohio, N.A. has sole voting power as to 696,496 shares and shared
voting power as to 315,773 shares. Key Trust also has sole dispositive
power as to 390,671 shares and shared dispositive power as to 277,534
shares. Based upon information available to Oglebay Norton, Key Trust
Company of Ohio, N.A.s 1,012,269 total shares include 293,010
shares held as trustee for Oglebay Nortons employee pension plan
and more than 311,323 shares held as co-trustee with Mr.
Bank.
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(2)
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As of June 18,
1999, based upon information contained in a Schedule 13D filed with
the Securities and Exchange Commission, Mr. A. Alex Porter and Mr.
Paul Orlin are each deemed to beneficially own these 338,500 shares.
These shares are owned by Amici Associates and The Collectors
Fund, New York limited partnerships, and Porter, Felleman Inc., a
corporation. Messrs. Porter and Orlin are the general partners and
stockholders of these entities. Each of these entities has the sole
power to vote and dispose of the respective shares held by
them.
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(3)
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As of May 2,
1997, based upon information contained in a Schedule 13D filed with
the Securities and Exchange Commission, Mr. Barr has sole voting and
dispositive power as to 400 of these shares. Mr. Barr, as a trustee,
has shared voting and dispositive power as to 57,200 of these shares
and, together with Mr. Robert I. Gale III, shared voting and
dispositive power as to 230,440 of these shares.
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(4)
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As of May 2,
1997, based upon information contained in a Schedule 13D filed with
the Securities and Exchange Commission, Mr. Gale has sole voting and
dispositive power as to 54,820 shares, 4,198 shares of which he owns
individually and 50,622 shares of which he holds as trustee. Together
with Mr. Douglas N. Barr, Mr. Gale shares voting and dispositive power
as to 230,440 of these shares.
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(5)
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As of February
3, 2000, based upon information contained in a Schedule 13D filed with
the Securities and Exchange Commission, Dimensional Fund Advisors Inc.
has sole voting and dispositive power as to all of the shares it
holds.
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a grant of
25,744 restricted shares of Oglebay Nortons common
stock;
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a grant of a
performance option to purchase 380,174 additional shares
of Oglebay Nortons common stock; and
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an annual bonus
of up to $200,000 per year based upon the performance of Oglebay
Norton during the year. For the calendar year 1999, the Board
determined to increase the annual bonus cap to $250,000.
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COMPENSATION,
ORGANIZATION AND GOVERNANCE COMMITTEE
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Albert C. Bersticker,
Chair
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Malvin E. Bank
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William G. Bares
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James T. Bartlett
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Madeleine W. Ludlow
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William G. Pryor
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John D. Weil
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Annual
Compensation |
Long-Term
Compensation |
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Name and
Principal Position |
Year |
Salary($) |
Bonus
($)(1) |
Other Annual
Compensation($)(2) |
Restricted
Stock Awards($)(3) |
Shares
Underlying Options(#) |
All other
Compensation($)(4) |
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John N. Lauer*
President and Chief Executive Officer |
1999
1998 1997 |
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250,000
200,000 |
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965,400 |
380,174 |
1,350 |
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Danny R. Shepherd** | 1999 | 242,897 | 175,000 | 25,024 | (5) | | | 9,608 | |||||||
Vice President, | 1998 | 115,668 | | 9,333 | | 8,500 | 245,240 | ||||||||
Lime and Limestone | 1997 | | | | | | | ||||||||
David H.
Kelsey***
Vice President and Chief Financial Officer |
1999
1998 1997 |
207,308
170,512 |
151,500
140,000 |
15,589
127,860 |
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28,000 |
5,323
1,626 |
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Stuart H. Theis
Vice President, Marine Services |
1999
1998 1997 |
172,756
167,500 153,167 |
126,000
123,000 80,000 |
19,776
16,760 16,760 |
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4,300 3,700 |
27,485
47,410 44,195 |
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Jeffrey S.
Gray****
Vice President, Industrial Sands |
1999
1998 1997 |
148,971
135,333 99,359 |
100,500
84,000 45,000 |
7,025
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72,710
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*
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Mr. Lauer has
served as President and Chief Executive Officer since January 1, 1998
and Chairman of the Board since July 29, 1998. Mr. Lauers
Employment Agreement is summarized below under the heading
Officer Agreements Employment Agreement with
Mr. John N. Lauer.
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**
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Mr. Shepherd
joined Oglebay Norton on May 22, 1998 and has served as Vice
President, Lime and Limestone since October 28, 1998.
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***
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Mr. Kelsey has
served as Vice President and Chief Financial Officer since February
23, 1998.
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****
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Mr. Gray joined
Oglebay Norton on March 17, 1997 as Vice President, Corporate
Development and General Counsel. He was promoted to the position of
Vice President, Industrial Sands on August 4, 1999.
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(1)
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The Performance
Management Plan bonus deferral feature of Oglebay Nortons former
long-term incentive plan was discontinued effective for bonus payments
earned in 1998. Bonus amounts for 1999 include amounts deferred under
the Oglebay Norton Capital Accumulation Plan and Stock Purchase and
Savings Plan.
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(2)
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Represents
non-cash moving expense benefits and gross-up for taxes in
respect of payments by Oglebay Norton to the named executives for
moving expenses and life insurance premiums. Also includes non-cash
compensation for imputed income on personal use of company owned
vehicles, company provided life insurance, and the amount of vested
accruals in certain non-qualified plans.
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(3)
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For Mr. Lauer,
represents 25,744 restricted shares granted on January 19, 1998. The
restricted shares are valued at $37.5 per share, the closing price of
Oglebay Nortons common stock on the last business day prior to
the grant date. Of the 25,744 restricted shares, 20% (5,148 shares)
were fully vested and nonforfeitable on the grant date and another 20%
of the total number of restricted shares vested and became
nonforfeitable on January 1 of each of 1999 and 2000. Subject to
certain conditions, another 20% of the total number of restricted
shares will vest and become nonforfeitable on January 1 of each of
2001 and 2003. Mr. Lauer is entitled to receive any dividends paid by
Oglebay Norton on the restricted shares.
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(4)
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Includes
contributions by Oglebay Norton during 1999 and 1998 for the named
executives under Oglebay Nortons Incentive Savings and Stock
Ownership Plan (Shepherd$7,246 and $7,616; Kelsey
$5,068 and $1,191; Theis $5,146 and $4,195; Gray
$4,294 and $3,400). Also includes payments by
Oglebay Norton for life insurance premiums for 1999 and 1998 (Theis
$22,085 and $23,435; Gray $2,977
and $0).
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(5)
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Includes
$13,475 paid to Mr. Shepherd in lieu of his participation in the
Oglebay Norton defined benefit plan.
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Individual
Grants |
Potential
Realizable Value at
Assumed Annual Rates of Stock Price Appreciation for Option Term(1) |
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Name |
Number
of
Shares Underlying Options Granted(#)(2) |
% of
Total
Options Granted to Employees in 1999(3) |
Exercise
Price ($/sh.) |
Expiration
Date |
5%($) |
10%($) |
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J.N. Lauer | | | | | | | |||||||
D.R. Shepherd | 7,000 | 11 | % | 20.00 | 10/27/2009 | 228,060 | 363,090 | ||||||
D.H. Kelsey | 7,000 | 11 | % | 20.00 | 10/27/2009 | 228,060 | 363,090 | ||||||
S. H. Theis | 5,500 | 9 | % | 20.00 | 10/27/2009 | 179,190 | 285,285 | ||||||
J.S. Gray | 4,500 | 7 | % | 20.00 | 10/27/2009 | 146,610 | 233,415 | ||||||
Increase in value to all common stockholders(4) | $160.5 million | $255.6 million |
(1)
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Calculated over
a ten year period representing the life of the options.
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(2)
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The options
vest 25% each year commencing on the first anniversary of the grant
date. The options also vest if the employee retires and is otherwise
entitled to a normal, early or shutdown pension under Oglebay Norton
s Pension Plan. In that event, the retired employee may exercise
the options within two years from the date of retirement, but not
beyond the option expiration date.
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(3)
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Percentage
based on the total number of options granted (63,725) to employees
under and outside of the 1999 LTIP.
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(4)
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Calculated
using a price of $20.00 per share of Oglebay Nortons common
stock, the closing price on October 27, 1999, and the total number of
shares of Oglebay Nortons common stock outstanding on December
31, 1999 (4,927,357 shares).
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Estimated
Annual Benefit
(Assuming Retirement on January 1, 2000) |
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Final
Annual Average Compensation |
Years of
Service |
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15
Years |
20
Years |
25
Years |
30
Years |
35
Years |
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$ 75,000 | $ 16,875 | $ 22,500 | $ 28,125 | $ 33,750 | $ 39,375 | |||||
100,000 | 22,500 | 30,000 | 37,500 | 45,000 | 52,500 | |||||
150,000 | 33,750 | 45,000 | 56,250 | 67,500 | 78,750 | |||||
200,000 | 45,000 | 60,000 | 75,000 | 90,000 | 105,000 | |||||
250,000 | 56,250 | 75,000 | 93,750 | 112,500 | 131,250 | |||||
300,000 | 67,500 | 90,000 | 112,500 | 135,000 | 157,500 | |||||
350,000 | 78,750 | 105,000 | 131,250 | 157,500 | 183,750 | |||||
400,000 | 90,000 | 120,000 | 150,000 | 180,000 | 210,000 | |||||
450,000 | 101,250 | 135,000 | 168,750 | 202,500 | 236,250 | |||||
500,000 | 112,500 | 150,000 | 187,500 | 225,000 | 262,500 | |||||
550,000 | 123,750 | 165,000 | 206,250 | 247,500 | 288,750 | |||||
600,000 | 135,000 | 180,000 | 225,000 | 270,000 | 315,000 | |||||
650,000 | 146,250 | 195,000 | 243,750 | 292,500 | 341,250 | |||||
700,000 | 157,500 | 210,000 | 262,500 | 315,000 | 367,500 | |||||
750,000 | 168,750 | 225,000 | 281,250 | 337,500 | 393,750 |
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in addition to
any bonuses received by him, his covered compensation included,
throughout the period of his employment, salary of $350,000 per year;
and
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there were no
limits on the amount of covered compensation that could be taken into
account in determining the benefit payable to him under the Pension
Plan.
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a grant of
25,744 restricted shares of Oglebay Nortons common
stock;
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a grant of a
performance option to purchase 380,174 additional shares
of Oglebay Nortons common stock; and
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an annual bonus
of up to $200,000 per year based upon the performance of Oglebay
Norton during the year. For the calendar year 1999, the Board
determined to increase the annual bonus cap to $250,000.
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Rochelle F.
Walk,
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Vice
President and
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Secretary
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(a)
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Award
A grant of Stock Options or a Cash Incentive Payment
Award under this Plan.
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(b)
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Board
of DirectorsThe Board of Directors of the
Company.
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(c)
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Cash
Incentive Payment AwardThis term has the meaning given
to it in Section 6(a)(iv).
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(i) A report is filed with the
Securities and Exchange Commission (the SEC) on Schedule
13D or Schedule 14D-1 (or any successor schedule, form or report),
each as promulgated pursuant to the Exchange Act, disclosing that any
person (as the term person is defined in
Section 13(d) or Section 14(d)(2) of the Exchange Act) is or has
become a beneficial owner, directly or indirectly, of securities of
the Company representing twenty-five percent (25%) or more of the
combined voting power of the Companys then outstanding
securities;
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(ii) The Company files a report or
proxy statement with the SEC pursuant to the Exchange Act disclosing
in response to Item 1 of Form 8-K thereunder or Item 6(e) of Schedule
14A thereunder that a Change in Control of the Company has or may have
occurred or will or may occur in the future pursuant to any
then-existing contract or transaction;
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(iii) The Company is merged or
consolidated with another corporation and, as a result thereof,
securities representing less than fifty percent (50%) of the combined
voting power of the surviving or resulting corporations
securities (or of the securities of a parent corporation in case of a
merger in which the surviving or resulting corporation becomes a
wholly-owned subsidiary of the parent corporation) are owned in the
aggregate by holders of the Companys securities immediately
prior to such merger or consolidation;
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(iv) All or substantially all of
the assets of the Company are sold in a single transaction or a series
of related transactions to a single purchaser or a group of affiliated
purchasers; or
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(v) During any period of
twenty-four (24) consecutive months, individuals who were Directors of
the Company at the beginning of such period cease to constitute at
least a majority of the Companys Board unless the election, or
nomination for election by the Companys shareholders, of more
than one-half of any new Directors of the Company was approved by a
vote of at least two-thirds of the Directors of the Company then still
in office who were Directors of the Company at the beginning of such
twenty-four (24) month period.
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(l)
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Performance GoalThis term has the meaning given
to it in Section 7(a).
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(a) Stock OptionA
right to purchase a specified number of Shares, during a specified
period, and at a specified exercise price, all as determined by the
Committee.
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(b) Cash Incentive Payment
AwardAn Award consisting of a Cash Incentive Payment that is
payable in cash and is contingent upon the achievement of Performance
Goals established by the Committee. Cash Incentive Payment Awards are
determined in accordance with the following formula approved by the
Committee: Each Participant to whom a Cash Incentive Payment Award is
granted is paid a base salary designed to be competitive in the
marketplace, with the salary level determined by the Committee. The
amount of the Cash Incentive Payment Award is then determined based on
the performance
of the Company and its business units in relation to targeted cumulative
earnings before interest, taxes, depreciation and amortization (
EBITDA) and earnings per share (EPS)
performance measures for the four-year period from 1999 through 2002,
as determined in advance by the Committee. The EBITDA performance
measure begins to generate a payout when EBITDA growth exceeds 5%
annually, and the EPS performance measure begins to generate a payout
when eighty percent of targeted cumulative EPS is achieved for the
four-year period. A pool is generated by these measures
from which distributions are to be paid to the Participants granted
such Awards. Payouts are determined from a table created in 1998 by
the Committee reflecting the then competitive long-term incentive
compensation at each such Participants base salary level. No
amounts are payable if the target EBITDA and EPS amounts are not met.
The Committee shall not have discretion to increase the amount
otherwise payable pursuant to a Cash Incentive Payment Award upon
attainment of Performance Goals.
|
(i) Renders services to an
organization, or engages in a business, that is, in the judgment of
the Committee, in competition with the Company.
|
(ii) Discloses to anyone outside
of the Company, or uses for any purpose other than the Companys
business, any confidential information or material relating to the
Company, whether acquired by the Participant during or after
employment with the Company.
|
DETACH CARD
OGLEBAY NORTON COMPANY - PROXY
PROXY SOLICITED ON BEHALF OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON APRIL 26, 2000
At the Annual Meeting of Stockholders of Oglebay Norton Company to be held at 10:00 a.m. on April 26, 2000, at The Forum Conference and Education Center, 1375 East Ninth Street, Cleveland, Ohio, and at any adjournment thereof. John N. Lauer, Madeleine W. Ludlow, John D. Weil, and each of them, with full power of substitution ( the "Proxy Committee"), are hereby authorized to represent me and to vote my shares on the following:
1. | Electing three directors of the class whose term will expire in 2003. The nominees of the Board of Directors are: James T. Bartlett, Albert C. Bersticker, and William G. Pryor, or in the event of the unavailability of any nominee, such other person as the Board of Directors may recommend. | ||
FOR the nominees [_] | WITHHOLD AUTHORITY [_] | |
|
James T. Bartlett, Albert C. Bersticker, and
William G. Pryor |
to vote for the following nominee(s): | ||
2. | Approving the Oglebay Norton Company 1999
Long-Term
Incentive Plan |
||
FOR [_] | AGAINST [_] | WITHHOLD AUTHORITY [_] | |
3. | Any other business which may properly come before the Annual Meeting and all adjournments thereof, in accordance with the judgment of the Proxy Committee on such business. |
(Continued, and to be signed on other side)
DETACH CARD
PROXY NO. | SHARES
|
( Continued from the other side)
This proxy, when property executed, will be voted in the manner directed herein by the stockholders signing below. If no direction is made, this proxy will be voted FOR the election of the nominees for the director listed on the reverse side of this proxy and FOR the approval of the Oglebay Norton Company 1999 Long-Term Incentive Plan.
Dated ____________________, 2000
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. |
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CHANGE OF ADDRESS
Please indicate change of address below: _______________________________ ________________________________ |
PLEASE SIGN DATE AND RETURN THIS PROXY FORM PROMPTLY