August 1, 1996
VIA EDGAR
- ---------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ref: Owens Corning
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
On behalf of Owens Corning (the "Company"), I am
attaching hereto for electronic filing via the
Electronic Data Gathering Analysis and Retrieval
System under the Securities Act of 1933, as
amended, a copy of a Registration Statement on
Form S-8 relating to the registration, in
connection with the Company's Stock Performance
Incentive Plan, of 4,000,000 shares of the
Company's Common Stock, par value $.10 per share
("Covered Shares"), each of which Covered Shares
includes a Preferred Share Purchase Right relating
to the Company's Series A Participating Preferred Stock, no
par value.
Please call me at 419-248-6409 with any questions you
may have concerning the Registration Statement.
Very truly yours,
\s\ Rodney A. Nowland
- --------------------
Rodney A. Nowland
Assistant Secretary
cc: Ontario Securities Commission
As filed with the Securities and Exchange
Commission on August 1, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OWENS CORNING
(Exact name of issuer as specified in its charter)
Delaware 34-4323452
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) Number)
Owens Corning World Headquarters
Toledo, Ohio 43659
(Address of Principal Executive Offices
including Zip Code)
STOCK PERFORMANCE INCENTIVE PLAN
(Full title of the plan)
Christian L. Campbell, Esq.
Senior Vice President, General Counsel and Secretary
Owens Corning
Owens Corning World Headquarters
Toledo, Ohio 43659
(Name and address of agent for service)
(419)248-8000
(Telephone number, including area code, for agent for service)
Calculation of Registration Fee
<TABLE>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock
par value
$.10 per 4,000,000
share shares (1) $38.4375(2) $153,750,000(2) $ 53,017.24
Preferred
Share
Purchase 4,000,000
Rights rights (1) None (3) None (3) (3)
</TABLE>
-2-
(1) Plus such indeterminable number of additional shares and
rights as may be required to be issued in the event of an
adjustment as a result of an increase in the number of
issued shares of Common Stock of the Company resulting
from a subdivision of such shares, the payment of a stock
dividend or certain other capital adjustments.
(2) Estimated solely for the purpose of calculating the
registration fee. The registration fee is being computed
in accordance with Rules 457(c) and 457(h), based upon an
assumed price of $38.4375 per share, the average of the
high and low price on the New York Stock Exchange Composite
Tape on July 29, 1996.
(3) Any value attributable to the Preferred Share Purchase Rights
is reflected in the value of the Common Stock. Because no
separate consideration is paid for the Preferred Share Purchase
Rights, the registration fee for such securities is
included in the fee for the Common Stock.
-3-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, heretofore filed by Owens Corning
(the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(1) The Company's annual report on Form 10-K (File No. 1-3660)
for the year ended December 31, 1995.
(2) The Company's quarterly report on Form 10-Q
(File No. 1-3660) for the quarter ended March 31, 1996.
(3) The Company's current report on Form 8-K (File No. 1-3660),
dated June 20, 1996.
(4) The description of the Common Stock, par value $.10
per share, contained in a registration statement filed
under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the respective
dates of filing of such documents.
Item 4. Description of Common Stock
Not applicable.
Item 5. Interests of Named Experts and Counsel
Christian L. Campbell, Esq., who has provided an opinion concerning
the legality of the securities to be offered under the Plan, is
Senior Vice President, General Counsel and Secretary of the Company.
As of June 30, 1996, Mr. Campbell was a direct or indirect owner of
7,483 shares of Common Stock and 44,500 options to buy shares of
Common Stock, 10,833 of which were currently exercisable.
-4-
Item 6. Indemnification of Directors and Officers
A. Reference is made to Section 102(b)(7) of the
General Corporation Law of the State of Delaware as to
the limitation of personal liability of directors and
officers and to Section 145 of the General Corporation
Law of the State of Delaware as to indemnification by
the Company of its directors and officers.
B. Article FOURTEENTH of the Company's Certificate of
Incorporation, as amended, provides as follows with
respect to the indemnification of the Company's
directors and officers and the limitation of personal
liability of its directors and officers:
FOURTEENTH: The corporation shall indemnify to
the full extent authorized or permitted by law any
person made, or threatened to be made, a party to
any action or proceeding (whether civil or
criminal or otherwise) by reason of the fact that
he, his testator or intestate, is or was a
director or officer of the corporation or by
reason of the fact that such director or officer,
at the request of the corporation, is or was
serving any other corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, in any capacity. Nothing contained
herein shall affect any rights to indemnification
to which employees other than directors and
officers may be entitled by law. No director of
the corporation shall be personally liable to the
corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such a
director as a director. Notwithstanding the
foregoing sentence, a director shall be liable to
the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law, or (iv) for any
transaction from which such director derived an
improper personal benefit. No amendment to or
repeal of this Article FOURTEENTH shall apply to
or have any effect on the liability or alleged
liability of any director of the corporation for
or with respect to any acts or omissions of such
director occurring prior to such amendment.
C. Article IX of the Company's By-Laws provides as
follows with respect to the indemnification of the
Company's directors and officers:
The Corporation shall, to the fullest extent
permitted by applicable law from time to time in
effect (but, in the case of any amendment of such
law, only to the extent that such amendment
permits the Corporation to provide broader
indemnification rights than such law permitted the
Corporation to provide prior to such amendment),
indemnify any and all persons who may serve or who
have served at any time as directors or officers
of the Corporation, or who at the request of the
Corporation may serve or at any time have served
as directors, officers, employees or agents of
another corporation (including subsidiaries of the
Corporation) or of any partnership, joint venture,
trust or other enterprise, and any directors or
officers of the Corporation who at the request of
the Corporation may serve or at any time have
served as agents or
fiduciaries of an employee benefit plan of the
Corporation or any of its subsidiaries, from and
against any and all of the expenses, liabilities or
other matters referred to in or covered by law
whether the basis of such proceeding is alleged
action in an official capacity as a director,
officer, employee or agent or in any other capacity
while serving as a director, officer,
-5-
employee or agent. The Corporation may also
indemnify any and all other persons whom it shall
have power to indemnify under any applicable law from
time to time in effect to the extent permitted by
such law. The indemnification provided by this
Article IX shall not be deemed exclusive of any other
rights to which any person may be entitled under any
provision of the Certificate of Incorporation, other
By-Law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to
action in an official capacity and as to action in
another capacity while holding such office, and shall
be contract rights and continue as to a person who
has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
If a claim under this Article IX is not paid in full
by the Corporation within sixty days after a written
claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty
days, the director or officer may at any time
thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or
in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an
undertaking, the director or officer shall be
entitled to be paid also the expense of prosecuting
or defending such suit. In (i) any suit brought by
the director or officer to enforce a right to
indemnification hereunder (but not in a
suit brought by the director or officer to enforce a
right to an advancement of expenses) it shall be a
defense that, and (ii) any suit by the Corporation to
recover an advancement of expenses pursuant to the
terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final
adjudication that, the director or officer has not
met any applicable standard for indemnification set
forth in the Delaware General Corporation Law.
Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to
the commencement of such suit that indemnification of
the director or officer is proper in the
circumstances because the director or officer has met
the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual
determination by the Corporation (including its
Board, independent legal counsel, or its
stockholders) that the director or officer has not
met such applicable standard of conduct, shall create
a presumption that the director or officer has not
met the applicable standard of conduct or,
in the case of such a suit brought by the director or
officer, be a defense to such suit. In any suit
brought by the director or officer to enforce a right
to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the director
or officer is not entitled to be indemnified, or to
such advancement of expenses, under this Article IX
or otherwise shall be on the Corporation.
The indemnification provided in this Article IX shall
inure to each person referred to herein, whether or
not the person is serving in any of the enumerated
capacities at the time such expenses (including
attorneys' fees), judgments, fines or amounts paid in
settlement are imposed or incurred, and whether or
not the claim asserted against him is based on
matters which antedate the adoption of this Article
IX. None of the provisions of this Article IX shall
be construed as a limitation upon the right of the
Corporation to exercise its general power to enter
into a contract or understanding of indemnity with a
-6-
director, officer, employee, agent or any other
person in any proper case not provided for herein.
Each person who shall act or have acted as a director
or officer of the Corporation shall be deemed to be
doing so in reliance upon such right of
indemnification.
For purposes of this Article IX, the term
"Corporation" shall include constituent corporations
referred to in subsection (h) of Section 145 of the
General Corporation Law of the State of Delaware (or
any similar provision of applicable law at the time
in effect).
D. The Company has entered into an Indemnity Agreement
with each member of the Company's Board of Directors.
Each Indemnity Agreement provides, among other things,
that in the event the director was, is or becomes a
party, witness or other participant in a Claim (as
defined in the
Indemnity Agreement) by reason of (or arising in part out
of) an Indemnifiable Event (as defined in the Indemnity
Agreement), the Company is required to indemnify the
director to the fullest extent authorized by the
Company's By-Laws as in effect on the date of the
Indemnification Agreement notwithstanding any subsequent
amendment, repeal or modification of such By-Laws,
against any and all expenses, judgments, fines, penalties
and amounts paid in settlement of such Claim. The
Indemnity Agreement requires that the Company advance to
the director all expenses relating to Claims and contains
an undertaking by the director to reimburse the Company
for any such advances that are subsequently determined in
a final judicial determination to have been impermissible
under applicable law.
E. The directors and officers of the Company are
covered by insurance policies, maintained by the Company
at its expense, insuring the directors and officers
against certain liabilities which might be incurred by
them in such capacities, including liabilities arising
under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed
Not applicable.
-7-
Item 8. Exhibits
<TABLE>
<S> <C>
Exhibit No. Description
----------- -----------
4 (a) Certificate of Incorporation of the Registrant,
as amended (incorporated by reference to
Exhibit (3) to Registrant's annual report on
Form 10-K (File No. 13660) for the fiscal year
ended December 31, 1995).
4 (b) By-laws of the Registrant, as amended
(incorporated by reference to Exhibit (3) to
Registrant's annual report on Form 10-K (File No.
1-3660) for the fiscal year ended December 31, 1995).
4 (c) Specimen Certificate of Common Stock of the Registrant
(filed herewith).
4 (d) Rights Agreement (incorporated by reference to
Exhibit 1 to Registrant's Registration Statement
on Form 8-A (File No. 1-3660), dated December 23, 1986).
4 (e) Copy of Certificate of Designation of Series A
Participating Preferred Stock (incorporated by
reference to Exhibit A to the Rights Agreement,
which is Exhibit 1 to Registrant's Registration
Statement on Form 8-A (File No. 1-3660), dated
December 23, 1986).
4 (f) Copy of Certificate of Increase of Designation of
Series A Participating Preferred Stock
(incorporated by reference to Exhibit 4(f) to
Registrant's Registration Statement on Form S-3,
Registration No. 33-55163).
5 Opinion of counsel as to the legality of the
securities being registered (filed herewith).
23 (a) Consent of Arthur Andersen LLP, independent public
accountants (filed herewith).
23 (b) Consent of counsel (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
-8-
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a posteffective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10 (a)
(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities
Act if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however, that Paragraphs (a) (1) (i) and
(a) (1) (ii) do not apply if the information required
to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
-9-
(b) Subsequent Exchange Act Documents. The undersigned
Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13 (a) or Section 15 (d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial
bona fide offering thereof.
(c) Indemnification. Insofar as indemnification for
liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
-10-
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Toledo, State of Ohio, on the 31st day of July, 1996.
Owens Corning
By: /s/ Gregory M. Thomson
---------------------
Name: Gregory M. Thomson
Title: Senior Vice President -
Human Resources
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Christian
L. Campbell, David W. Devonshire, Gregory M. Thomson, and
each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to each Registration
Statement amended hereby, and to file the same, with all
exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
-11-
</TABLE>
<TABLE>
Signatures Title Date
- ---------- ----- -----
<S> <C> <C>
Chairman of the Board and
/s/ Glen H. Hiner Chief Executive Officer July 31, 1996
- -------------------------- (Principal Executive
(Glen H. Hiner) Officer) and Director
Senior Vice President
/s/ David W. Devonshire and Chief Financial July 22, 1996
- -------------------------- Officer (Principal
(David W. Devonshire) Financial Officer) and
Controller (Interim)
/s/ Norman P. Blake, Jr. Director July 31, 1996
- --------------------------
(Norman P. Blake, Jr.)
/s/ William W. Colville Director July 19, 1996
- --------------------------
(William W. Colville)
/s/ John H. Dasburg Director July 31, 1996
- --------------------------
(John H. Dasburg)
/s/ Landon Hilliard Director July 19, 1996
- --------------------------
(Landon Hilliard)
/s/ Sir Trevor Holdsworth Director July 22, 1996
- --------------------------
(Sir Trevor Holdsworth)
/s/ Jon M. Huntsman, Jr. Director July 19, 1996
- --------------------------
(Jon M. Huntsman, Jr.)
/s/ Ann Iverson Director July 31, 1996
- --------------------------
(Ann Iverson)
/s/ W. Walker Lewis Director July 31, 1996
- --------------------------
(W. Walker Lewis)
/s/ Furman C. Moseley, Jr. Director July 22, 1996
- --------------------------
(Furman C. Moseley, Jr.)
/s/ W. Ann Reynolds Director July 19, 1996
- --------------------------
(W. Ann Reynolds)
</TABLE>
-12-
EXHIBIT INDEX
<TABLE>
Exhibit No. Description
----------- -----------
<S> <C>
4(a) Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit (3)
to Registrant's annual report on Form 10-K (File
No. 1-3660) for the fiscal year ended December 31, 1995).
4(b) By-laws of the Registrant, as amended (incorporated
by reference to Exhibit (3) to Registrant's annual
report on Form 10-K (File No. 1-3660) for the fiscal
year ended December 31, 1995).
4(c) Specimen Certificate of Common Stock of the
Registrant (filed herewith).
4(d) Rights Agreement (incorporated by reference to
Exhibit 1 to Registrant's Registration Statement
on Form 8-A (File No. 1-3660), dated December 23, 1986).
4(e) Copy of Certificate of Designation of Series A
Participating Preferred Stock (incorporated by
reference to Exhibit A to the Rights Agreement,
which is Exhibit 1 to Registrant's Registration
Statement on Form 8-A (File No. 1-3660), dated
December 23, 1986).
4(f) Copy of Certificate of Increase of Designation of
Series A Participating Preferred Stock (incorporated
by reference to Exhibit 4(f) to Registrant's
Registration Statement on Form S-3, Registration
No. 33-55163).
5 Opinion of counsel as to the legality of the
securities being registered (filed herewith).
23(a) Consent of Arthur Andersen LLP, independent public
accountants (filed herewith).
23(b) Consent of counsel (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
</TABLE>
<PAGE>
EXHIBIT 4(c)
COMMON STOCK COMMON STOCK
NUMBER [Text shown ] SHARES
NR [in this ]
[section ] OWENS-CORNING
[appears in ] FIBERGLAS CORPORATION
[engraved ] CORPORATE
[border bars] DELAWARE 1938
SEAL
[Stock vignette graphic:
semi globe, surmounted
by eagle, flanked by 2
male figures]
THIS CERTIFICATE IS CUSIP 69073F 10 3
TRANSFERABLE IN NEW [overstamped in color red]
YORK AND TORONTO SEE REVERSE FOR CERTAIN DEFINITIONS
NAME CHANGED TO OWENS CORNING [overstamped diagonally in color red]
OWENS-CORNING FIBERGLAS CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULL-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF 10c EACH OF
THE COMMON STOCK OF
Owens-Corning Fiberglas Corporation (hereinafter referred
to as the "Corporation") transferable on the books of the
Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate
properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to
all of the provisions of the Certificate of Incorporation,
as amended, of the Corporation (a copy of which
certificate is on file with the Transfer Agent), to all of
which the holder by acceptance hereof assents. This
certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
Witness the seal of the Corporation and the signatures
of its duly authorized officers.
Dated
Countersigned and Registered:
CHEMICAL MELLON SHAREHOLDER SERVICES
Transfer Agent
and Registrar,
BY /s/ /s/
Authorized Officer Secretary Chairman of the Board and
Chief Executive Officer
The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as
though they were written out in full according to
applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT-
TEN ENT -as tenants by the entireties _____Custodian___
JT TEN -as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts
tenants in common to Minors
Act________________
(State)
Additional abbreviations may also be used though not
in the above list.
For value received,________________hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
__________________________________________________________
__________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE
__________________________________________________________
__________________________________________________________
____________________________________________________Shares
of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint___________
___________________________________________________________
Attorney to transfer the said stock on the books of the
within-named Corporation with full power of substitution
in the premises.
Dated____________________
X_______________________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER. [Notice
appears vertically on right side
of certificate]
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between the
Company and Manufacturers Hanover Trust Company dated as of
December 18, 1986 (the "Rights Agreement"), the terms of which
are hereby incorporated herein by reference and a copy of which is on
file at the principal executive offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer
be evidenced by this certificate. The Company will mail to the
holder of this certificate a copy of the Rights Agreement
without charge promptly after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights
beneficially owned by an Acquiring Person or an Associate or
Affiliate thereof (as such terms are defined in the
Rights Agreement) will become null and void.
EXHIBIT 5
July 31, 1996
Owens Corning
Owens Corning World Headquarters
Toledo, Ohio 43659
Re: Owens Corning Stock Performance Incentive Plan
Dear Sirs:
I am Senior Vice President, General Counsel and Secretary
of Owens Corning (the "Company"), a Delaware corporation,
and have acted as counsel to the Company in connection
with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the registration, in
connection with the Company's Stock Performance Incentive
Plan (the "Plan"), of 4,000,000 shares of the Company's
Common Stock, par value $.10 per share ("Covered Shares"),
each of which Covered Shares includes a Preferred Share
Purchase Right relating to the Company's Series A
Participating Preferred Stock, no par value.
In so acting, I have supervised other members of the
Company's Law Department who have performed work in
connection with the transactions contemplated by the Plan.
I, or other members of the Company's Law Department, have
examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of
such corporate records, documents, certificates and other
instruments, and have made such other investigations, as
in our judgment are necessary or appropriate to enable me
to render the opinion expressed below. In our
examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of
the originals of such copies, the genuineness of all
signatures, and the due authority of the parties (other
than the Company) executing any such documents.
Based upon the foregoing, I am of the opinion that the
Covered Shares to be issued pursuant to the Plan have been
duly and validly authorized for issuance and, when issued
and paid for in accordance with the terms of the Plan,
will be legally and validly issued, fully paid and non-
assessable.
I am a member of the Bar of the State of Illinois and do
not hold myself out as an expert on the laws of any other
state except the corporate laws of the State of Delaware,
and my opinion is limited to the corporate laws of the
State of Delaware and the federal laws of the United
States.
I consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Christian L. Campbell
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Christian L. Campbell
CLC\lms
