UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 25, 2005
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| OGLEBAY NORTON COMPANY |
| |
| (Exact Name of Registrant as Specified in Charter) |
| | | | | |
| Ohio | | 000-32665 | | 34-1888342 |
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(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | |
North Point Tower
1001 Lakeside Avenue, 15th Floor
Cleveland, Ohio | | 44114 |
| |
| (Address of Principal Executive Offices) | | (Zip Code) |
| | | |
| Registrants’ telephone number, including area code: | | (216) 861-3300 |
| | |
| | | |
| Not Applicable |
| |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On January 25, 2005, Oglebay Norton Company (the “Company”) concluded its rights offering of 5,371,120 shares of Series A Convertible Preferred Stock, $0.01 par value per share, of the Company (the “convertible preferred stock”), at a purchase price of $10.00 per share (the “Rights Offering”). An aggregate of 5,139,200 shares were purchased in the Rights Offering, yielding gross proceeds to the Company of $51,392,000. Proceeds of the Rights Offering, along with (i) the proceeds from the purchase of convertible preferred stock by the parties to the Commitment Agreement, dated as of February 23, 2004, among the Company, certain holders of the Company’s outstanding 10% Senior Subordinated Notes due February 1, 2009 and certain third party accredited investors, (ii) available cash and (iii) borrowings under the exit facility of the Company entered into as of the effective date of the Company’s plan of reorganization (the “Plan”) (which was January 31, 2005 (the “Effective Date”)), were used to redeem the Company’s Senior Secured Notes due October 25, 2008 (the “Senior Secured Notes”) immediately after their reinstatement on the Effective Date pursuant to the Plan, in accordance with the terms of the Senior Secured Notes purchase agreement.
Item 8.01. Other Events.
As of the Effective Date, the Company terminated the services as the transfer agent of National City Bank and appointed Wells Fargo Bank, National Association as the new transfer agent with effect on the Effective Date. The address of Wells Fargo Bank, National Association is Corporate Trust Operations, MAC N9320, 6th & Marquette Avenue, Minneapolis, MN 55479.
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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.
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| | | OGLEBAY NORTON COMPANY
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| | By: | | /s/ Rochelle F. Walk |
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| | Name:
Title: | | Rochelle F. Walk
Vice President, General Counsel and
Secretary |
Date: January 31, 2005
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