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) MARCH 28, 1996
MANVILLE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-8247 84-0856796
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
717 17th Street,
Denver, Colorado
(Address of principal executive offices)
80202
(zip code)
(303) 978-2000
(Registrant's telephone number, including area code)
Item 5. Other Events
On March 28, 1996, the Registrant issued the
press release filed herewith as Exhibit 99.1. Such press
release is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Description
Number
99.1 Press Release issued by Manville
Corporation on March 28, 1996
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.
MANVILLE CORPORATION
By: /s/ Richard B. Von Wald
Name: Richard B. Von Wald
Title: Senior Vice President,
General Counsel and Secretary
Date: March 28, 1996
EXHIBIT INDEX
Exhibit Description
Number
99.1 Press Release issued by Manville
Corporation on March 28, 1996
Contact: Sharon Sweet
(303) 978-4694
MANVILLE CONSUMMATES RIVERWOOD DISPOSITION,
DECLARES $6.00 PER SHARE SPECIAL DIVIDEND,
ANNOUNCES REDEMPTION; PROFIT SHARING EXCHANGE
AND NAME CHANGE APPROVED
Denver, Colo. (March 28, 1996) -- Manville Corporation
today announced the disposition of its shares of
Riverwood International Corporation as part of a
previously announced transaction. In conjunction with
the disposition of its Riverwood shares, Manville's board
of directors declared a special cash dividend of $6.00
per share on the company's common stock, payable April
12, 1996, to shareholders of record at the close of
business on April 8, 1996. The board also announced its
decision to redeem Manville's Series B preference stock,
and also announced its intention to redeem its 9 percent
bonds. At a special meeting held yesterday, Manville's
shareholders also approved the previously announced
Profit Sharing Exchange Agreement between Manville
Corporation and Manville Personal Injury Settlement Trust
(PI Trust), and a change in the name of the company to
Schuller Corporation from Manville Corporation.
Additional details about these actions follow.
Manville's chief executive officer Tom Stephens said,
"Yesterday's actions create and deliver significant value
for all our shareholders. The Riverwood transaction
gives our shareholders value for Riverwood's strong
market position and bright future. The special dividend
reflects our commitment to delivering value to
shareholders. With the profit sharing exchange, we have
taken significant steps towards simplifying the company's
balance sheet and relationship with the PI Trust. We
will now focus our attention on the growth of Schuller."
As detailed in the proxy dated February 26, 1996, the
disposition of Riverwood shares has taken place as a
result of Riverwood's merger with CDRO Acquisition
Corporation, a subsidiary of RIC Holding, Inc. As a
result of the merger, Manville received $20.25 per share
in cash, or approximately $1.08 billion in the aggregate,
for the approximately 81.3 percent of the outstanding
stock held by Manville. Manville expects to record an
overall net gain of approximately $112 million on the
disposition of Riverwood shares, but will record an
estimated loss on disposal of discontinued operations of
$42.5 million in the fourth quarter of 1995. This loss
primarily relates to deferred taxes on Manville's
investment in Riverwood that had not been recognized
previously.
Under the Profit Sharing Exchange Agreement, the PI Trust
will receive approximately 32.6 million shares of
Manville's common stock, representing 20 percent of the
company's outstanding common stock assuming the exercise
of all of the company's outstanding warrants and options
and after giving effect to the exchange, in exchange for
the elimination of the PI Trust's right to receive
annually 20 percent of Manville's adjusted net earnings.
It is expected that this exchange will occur on or prior
to the record date for the special dividend. Manville
expects to record an extraordinary loss of approximately
$271 million, net of taxes of $146 million, during the
first quarter of 1996, subject to adjustment based on the
actual trading price of the company's common stock on the
date of the exchange. In 1995 the pretax profit sharing
expense totaled $27.7 million.
The company is calling its preference stock for
redemption at $25 per share plus accrued dividends, or a
total of $231 million plus accrued dividends, effective
April 30, 1996. The excess of the redemption price over
the carrying value of the Preference Stock of
approximately $52 million will be deducted from net
income at the time the transaction occurs to compute
earnings per share applicable to common stock.
Preference stock dividends totaled $24.9 million in 1995.
On the next redemption date of July 1, 1996, Manville
also intends to redeem its 9 percent bonds at 100 percent
of the principal amount plus accrued interest, or
approximately $29 million in total. The repayment of the
9 percent bonds is expected to result in an extraordinary
loss on the extinguishment of debt of approximately $3
million, net of taxes of $2 million. Interest expense on
the 9 percent bonds totaled $3.3 million in 1995. These
bonds have not yet been called for redemption.
Manville's board of directors also declared a special
cash dividend of $6.00 per share, totaling approximately
$974 million, on the company's common stock. The special
dividend is payable April 12, 1996, to shareholders of
record at the close of business on April 8, 1996. The
company expects to record a tax benefit of approximately
$104 million, subject to certain adjustments, on the
portion of the dividend paid to the PI Trust. Holders of
outstanding warrants to purchase Manville common stock
will not be entitled to receive any dividend in respect
of such warrants. Therefore, in order to receive payment
of any dividend in respect of the shares of common stock
underlying their warrants, warrant holders must exercise
their warrants prior to the close of business on April 8,
1996.
Manville's shareholders also approved a change of the
name of the company to Schuller Corporation, reflecting
the primary business of Manville following the
disposition of Riverwood. The name change is expected to
become effective on March 29, 1996. Starting April 1,
1996, Schuller Corporation's common stock will be traded
on the New York Stock Exchange (NYSE) under the symbol
"GLS." Schuller International Group, Inc.'s Senior Notes
will continue to be listed on the NYSE, under the symbol
"SIGI."
Manville Corporation, soon to be renamed Schuller
Corporation, founded in 1858, is a leading manufacturer
of insulation and building products, with 1995 sales of
$1.4 billion. The company produces and markets
insulation products for buildings and equipment,
commercial and industrial roofing systems, high-
efficiency air filtration media, and fibers and nonwoven
mats used as reinforcements in building and industrial
applications. Manville employs approximately 7,500
people and operates 43 manufacturing facilities in North
America, Europe and China. Its home page on the
worldwide web can be found at http://www.schuller.com.
Manville is headquartered in Denver, Colo.
