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): July 29, 1997.
OWENS CORNING
(Exact name of registrant as specified in its charter)
Delaware 1-3660 34-4323452
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Owens Corning Parkway 43659
Toledo, Ohio (Zip Code)
(Address of principal executive offices)
(419) 248-8000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
(a) On July 29, 1997, Owens Corning (the "Company")
announced that it has entered into an Asset Purchase
Agreement dated as of July 28, 1997 among the Company,
AmeriMark Building Products, Inc., Wolverine Coil Coating,
Inc. and RBP, Inc. (collectively, "AmeriMark") providing for
the Company to purchase substantially all of the assets,
properties and business of AmeriMark. The press release of
the Company relating to the execution of the Asset Purchase
Agreement is attached hereto as an exhibit and is
incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
(c) Exhibits
The exhibits accompanying this report are listed in
the accompanying Exhibit Index.
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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
Registrant
By: /s/ David W. Devonshire
David W. Devonshire
Senior Vice President and
Chief Financial Officer
Dated: August 8, 1997
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EXHIBIT INDEX
The following exhibits are filed herewith as noted below.
Exhibit No. Exhibit
99(a) Press Release of Owens Corning dated July 29, 1997.
Owens Corning to Acquire Assets of AmeriMark Building
Products, Inc. and its Subsidiaries
Move will strengthen company's exterior systems
offering
TOLEDO, Ohio, July 29 /PRNewswire/ -- Owens Corning
(NYSE: OWC; Toronto) today announced it has entered into
an asset purchase agreement with AmeriMark Building
Products, Inc., whose principal financial backer is
GE Capital Services. The acquisition will significantly
strengthen Owens Corning's vinyl siding capacity, making
the company a North American leader in that industry.
In addition, the acquisition enhances Owens Corning's
position in the fast-growing company-owned distribution
channel for vinyl siding and vinyl windows.
The purchase price is approximately $310 million and
terms of the agreement have been approved by the boards
of directors of both companies.
AmeriMark is a specialty building products company
serving the exterior residential housing industry.
Major product lines include vinyl siding, vinyl windows
and aluminum accessories for the exterior of the home.
Including the acquisition of Reynolds Building Products
in March 1997, AmeriMark's pro-forma 1997 sales would be
approximately $450 million.
"This acquisition significantly strengthens our
exterior system offering and improves our vinyl siding
product position for our customers and consumers," said
Owens Corning Chairman and CEO Glen H. Hiner. "AmeriMark,
along with Fibreboard Corporation, which was acquired
earlier this month, will make Owens Corning a leader in
exterior systems."
Last September, Owens Corning introduced a new
strategic thrust called System Thinking(TM). The first
implementation of that new initiative, System Thinking
for the Home(TM), responds to the fact that a majority
of consumers want integrated systems that address whole-
project needs. The acquisition of AmeriMark will
substantially strengthen the company's ability to offer
exterior systems for the home.
"AmeriMark has broad distribution through its company-
owned distribution centers, retail channels and
independent distribution, as well as the ability to sell
under private label, "Hiner said. "These strengths will
provide additional synergies with Owens Corning's
traditional market channels and the Norandex and Vytec
distribution network."
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This is Owens Corning's 17th acquisition in the past
three years. "We have been acquiring businesses and
assets in recent years as part of our growth agenda,
"Hiner said. "While achieving our $5 billion sales goal
in 1998, it is our current intention to provide for up
to two-thirds of the purchase price for AmeriMark
through the sale of certain non-core Owens Corning
businesses, including the recently announced decision to
sell our Pabco subsidiary, which had 1996 sales of $58
million. "Net of divestitures, the acquisition of
AmeriMark will be accretive in 1998, " Hiner said. "We
expect the transaction to close in the third quarter of
1997, pending government approval."
Owens Corning also announced that it has filed a
registration statement with the SEC that, when effective,
will allow Owens Corning to issue hybrid equity
securities resulting in cash proceeds of approximately
$300 million.
Headquartered in Raleigh, NC, AmeriMark has about
1,700 employees with 10 manufacturing facilities and
approximately 60 distribution centers in the United
States. The company's products are sold under brand
names that include ALSCO, Homeside, and Hastings.
Owens Corning is a world leader in high performance
glass fiber composites and building materials with sales
in 1996 of $3.8 billion. The company's internet website
can be found at http://www.owenscorning.com.
