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
March 14, 1995
OWENS-CORNING FIBERGLAS CORPORATION
A Delaware Corporation
Commission File No. 1-3660 IRS Employer Identification
No. 34-4323452
Fiberglas Tower, Toledo, Ohio 43659
Telephone No. (419) 248-8000
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ITEM 5. OTHER EVENTS
On March 14, 1995, Owens-Corning Fiberglas Corporation called for
redemption all of the company's outstanding 8% Convertible Junior
Subordinated Debentures due 2005. The redemption date will be April 13,
1995.
The call applies to the $99.8 million of convertible debentures that
remain outstanding following the company's previously announced call of
convertible debentures held in bearer form.
At the holder's option, bonds called for redemption are convertible into
Owens-Corning common stock at a conversion price of $29.75 (33.613
shares of common stock per $1,000 principal amount of debentures)
through the redemption date, at which time this option will expire.
Bonds not converted will be redeemed at face value along with a 5.6%
premium and approximately 2.3% accrued interest.
As long as the price of Owens-Corning's common stock is greater than
$32.10 ("cash equivalent price"), holders who convert will receive
Owens-Corning common stock (plus cash for fractional shares) with a
market value greater than the amount of cash that the holder would
otherwise receive upon redemption.
In total, the $99.8 million of outstanding debentures are convertible
into approximately 3.4 million new common shares, which are already
reflected in the company's fully diluted earnings per share calculation.
To fund any cash redemptions, the company has entered into an
arrangement with an unaffiliated financial institution under which the
company has the option to sell to such institution, at the cash
equivalent price, any balance of the 3.4 million new shares not used for
conversion.
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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.
OWENS-CORNING FIBERGLAS CORPORATION
Registrant
Date March 14, 1995 By /s/ Domenico Cecere
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Domenico Cecere
Vice President and Controller
