EXHIBIT 99.6
OGLEBAY NORTON COMPANY
SUBSCRIPTION AGREEMENT FOR CONVERTIBLE PREFERRED STOCK
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
PROSPECTUS OF OGLEBAY NORTON COMPANY ("OGLEBAY NORTON") DATED ______, 2004 (THE
"PROSPECTUS"), A COPY OF WHICH IS ENCLOSED HEREWITH AND ARE INCORPORATED HEREIN
BY REFERENCE. YOU ARE ADVISED TO REVIEW THE PROSPECTUS BEFORE EXERCISING OR
TRANSFERRING YOUR RIGHTS.
THIS SUBSCRIPTION AGREEMENT (COMPLETED IN FULL ON PAGE 4 MUST BE RECEIVED
BY THE SUBSCRIPTION AGENT WITH PAYMENT IN FULL BY 5:00 P.M., EASTERN TIME, ON
____________________, 2005 (THE "EXPIRATION TIME"). THE EXERCISE OF THE RIGHTS
PURSUANT HERETO MUST ALSO BE EXERCISED PURSUANT TO THE AUTOMATED SUBSCRIPTION
OFFER PROGRAM ("ASOP") OF THE DEPOSITORY TRUST COMPANY. ANY RIGHTS THAT REMAIN
UNEXERCISED AFTER THE EXPIRATION TIME WILL NO LONGER BE EXERCISABLE AND WILL
CEASE TO HAVE ANY VALUE.
This Subscription Agreement represents the number of rights, CUSIP No.
677007 12 2 (the "RIGHTS") calculated as follows: for each $1,000 in principal
amount of allowed Senior Subordinated Notes, CUSIP No. 677007 BU 9 ("NOTES")
claims you hold, you have the right to subscribe for and purchase 80 shares of
convertible preferred stock, $0.01 par value per share, CUSIP No. 677007 30 4
(the "SHARES") at $10.00 per share. For example, if you hold $10,000 in
principal amount of allowed Notes claims, you are entitled to 10 rights, which
allows you to subscribe for and purchase 800 Shares at an aggregate purchase
price of $8,000. You may not exercise a fractional Right.
To subscribe for the Shares, the Rights holder must present to Wells Fargo
Bank, National Association (the "SUBSCRIPTION AGENT"), on or before the
Expiration Time, a properly completed and executed copy of this Subscription
Agreement or the Nominee Holder Certification and the notice of exercise through
ASOP together with funds payable through the customary procedures of ASOP for an
amount equal to the number of Shares subscribed for multiplied by the purchase
price of $10.00 per share (the "SUBSCRIPTION PURCHASE PRICE") for a purchase
price of $800 per Right exercised.
IF AT OR PRIOR TO THE EXPIRATION TIME, THE SUBSCRIPTION AGENT FOR ANY
REASON DOES NOT RECEIVE FROM OR ON BEHALF OF A GIVEN HOLDER OF RIGHTS A DULY
COMPLETED SUBSCRIPTION AGREEMENT OR THE NOMINEE HOLDER CERTIFICATION EXECUTED
BY THE BROKER, TRUSTEE OR OTHER NOMINEE AND NOTICE OF EXERCISE THROUGH ASOP
ALONG WITH IMMEDIATELY AVAILABLE FUNDS PAYABLE TO THE SUBSCRIPTION AGENT IN AN
AMOUNT EQUAL TO THE RIGHT HOLDER'S SUBSCRIPTION PURCHASE PRICE, THE HOLDER OF
RIGHTS WILL BE DEEMED TO HAVE RELINQUISHED AND WAIVED ITS RIGHT TO PARTICIPATE
IN THE RIGHTS OFFERING.
If you are a broker, a trustee or other nominee who holds Notes of Oglebay
Norton for the account of others on ____________, 2004, the record date for the
Rights Offering (the "RECORD DATE"), you should notify the respective beneficial
owners of such Notes of the Rights Offering as soon as possible to find out
their intentions with respect to exercising their Rights. You should obtain
instructions from the beneficial owners with respect to the Rights, as set forth
in the instructions we have provided to you for your distribution to beneficial
owners. If the beneficial owner so instructs, you should complete this
Subscription Agreement and submit it to the Subscription Agent with the proper
payment. If you hold Notes for the account(s) of more than one beneficial owner,
you may exercise the number of Rights to which all such beneficial owners in the
aggregate otherwise would have been entitled had they been direct record holders
of the Notes on the Record Date for the Rights Offering, provided that, you, as
a nominee holder, make a proper showing to the Subscription Agent by submitting
the Nominee Holder Certification, which was provided to you with your Rights
Offering materials. YOU MUST ALSO PROVIDE NOTICE OF THE EXERCISE OF ANY AND ALL
RIGHTS THROUGH ASOP.
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Oglebay Norton will issue the Shares only if, and at such time as, the
effective date of the Plan occurs and the second amended and restated articles
of incorporation are filed. The Subscription Agent will hold payments made on
behalf of Rights participating in this Rights Offering in an interest-bearing
escrow account until the earlier of the effective date of the Plan, which we
anticipate to occur on or about January 31, 2005, or the date on which Oglebay
Norton withdraws the Plan. If the Rights Offering is terminated or the effective
date of the Plan does not occur, the Subscription Agent will return the payments
to the record holders of Rights to the addresses indicated on their respective
Subscription Agreement of Nominee Holder Certification. Interest will be paid to
the holders of Rights only if Oglebay Norton returns the payments for the
reasons stated in the preceding sentence; otherwise, Oglebay Norton will not pay
interest to the holders of Rights electing to subscribe for and purchase the
Shares.
THE METHOD OF DELIVERY OF THE SUBSCRIPTION AGREEMENTS OR THE NOMINEE
HOLDER CERTIFICATION WILL BE AT THE ELECTION AND RISK OF YOU, AS THE RECORD
HOLDER. IF SENT BY MAIL IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IF SENT BY FACSIMILE, IT IS
RECOMMENDED THAT YOU CALL THE SUBSCRIPTION AGENT TO CONFIRM RECEIPT THEREOF. IN
EITHER CASE, A SUFFICIENT NUMBER OF DAYS SHOULD BE ALLOWED TO ENSURE DELIVERY TO
THE SUBSCRIPTION AGENT AND CLEARANCE OF PAYMENT PRIOR TO THE EXPIRATION TIME.
PAYMENT OF THE SUBSCRIPTION PURCHASE PRICE WILL BE MADE IN ACCORDANCE WITH
CUSTOMARY PROCEDURES OF ASOP.
The Rights are transferable; provided, however, that any Rights held by an
affiliate of Oglebay Norton may generally only be resold pursuant to a valid
exemption under the Securities Act of 1933.
After you have subscribed to purchase the Shares, the subscription may not
be revoked.
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THIS RIGHTS OFFERING HAS BEEN REGISTERED ONLY UNDER THE FEDERAL LAWS OF
THE UNITED STATES AND THE LAWS OF EACH OF THE STATES IN THE UNITED STATES.
IN ORDER TO EXERCISE ANY RIGHTS, THIS SUBSCRIPTION AGREEMENT MUST BE
FILLED OUT AND EXECUTED ON PAGE 4 OR THE NOMINEE HOLDER CERTIFICATION MUST BE
FILLED OUT AND EXECUTED, AND, ALONG WITH NOTICE OF EXERCISE THROUGH ASOP,
DELIVERED TOGETHER WITH PAYMENT FOR THE SUBSCRIPTION PURCHASE PRICE, TO THE
SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION TIME.
YOU ARE ENTITLED TO THE NUMBER OF RIGHTS EQUAL TO ONE RIGHT TO PURCHASE 80
SHARES FOR EVERY $1,000 IN PRINCIPAL AMOUNT OF ALLOWED NOTES CLAIMS YOU HOLD AS
OF THE RECORD DATE AND TO SUBSCRIBE FOR THE SHARES UPON THE TERMS AND CONDITIONS
SPECIFIED IN THE PROSPECTUS RELATING THERETO, WHICH ARE INCORPORATED HEREIN BY
REFERENCE. YOU MAY NOT EXERCISE A FRACTIONAL RIGHT.
Beneficial holders of Rights with addresses outside of the United States
who wish to exercise their rights must contact Inisfree M&A Incorporated to
receive instructions on how to exercise their Rights. Inisfree can be contacted
at the following telephone numbers:
In the United States, call toll-free: 1888-750-5834
European and UK holders, call toll-free: 00-800-7710-9971
This Subscription Agreement shall be governed by the laws of the State of
Ohio, without regard to any conflicts of laws principles.
AGREEMENT TO SUBSCRIBE FOR CONVERTIBLE PREFERRED SHARES OF
OGLEBAY NORTON COMPANY
PURSUANT TO THE PROSPECTUS DATED __, 2004
PLEASE PROVIDE ALL OF THE FOLLOWING INFORMATION
A. Number of Shares subscribed for: _________ B. Amount of Payment: $____________
(Calculated as follows: for each Right you hold, you have (Multiply number of Shares subscribed for by the
the right to subscribe for and purchase 80 Shares.) Subscription Purchase Price of $10.00 per Share.)
C. VOI Number: ______________________
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I hereby irrevocably subscribe for the number of Shares indicated above
upon the terms and conditions specified in the Prospectus relating hereto.
Receipt of the Prospectus is hereby acknowledged.
Name of each subscriber (Please Print):
________________________________________________
________________________________________________
Address (including Zip Code):
________________________________________________
________________________________________________
________________________________________________
Telephone Number(s):
________________________________________________
Signature of each subscriber:
________________________________________________
________________________________________________
Date:
________________________________________________
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TO EXERCISE THE RIGHTS, YOU MUST COMPLETE THIS SUBSCRIPTION AGREEMENT OR
THE NOMINEE HOLDER CERTIFICATION AND, ALONG WITH NOTICE OF EXERCISE THROUGH
ASOP, DELIVER IT WITH ALONG THE FULL AMOUNT OF THE SUBSCRIPTION PURCHASE PRICE
TO THE SUBSCRIPTION AGENT, ON OR PRIOR TO THE EXPIRATION TIME AT THE FOLLOWING
ADDRESS:
Wells Fargo Bank, N.A.
Sixth and Marquette Avenue; N9303-120
Minneapolis, Minnesota 55479
Attention: Patty Adams
Facsimile No.: (612) 667-1107
The payment of the Subscription Purchase Price will be made in accordance
with customary procedures of ASOP.
If the amount of the payment is not sufficient to pay the Subscription
Purchase Price for all of the Shares that are stated to be subscribed for or if
the number of the Shares being subscribed for is not specified, the number of
the Shares subscribed for will be assumed to be the maximum number that could be
subscribed for upon payment of such amount. If the amount of your payment
exceeds the Subscription Purchase Price for all of the Shares that you have
subscribed to purchase, the Subscription Agent shall return the excess amount to
you without interest or deduction.