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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2*)
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FIBREBOARD CORPORATION
(NAME OF SUBJECT COMPANY)
SIERRA CORP.
A WHOLLY OWNED SUBSIDIARY OF
OWENS CORNING
(BIDDERS)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
315712109
(CUSIP NUMBER OF CLASS OF SECURITIES)
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CHRISTIAN L. CAMPBELL
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
OWENS CORNING
ONE OWENS CORNING PARKWAY
TOLEDO, OHIO 43659
(419) 248-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
ATTENTION: PAUL L. CHOI
PRAN JHA
*CONSTITUTING THE FINAL AMENDMENT TO SCHEDULE 14D-1
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Sierra Corp. (the "Offeror") and Owens Corning ("Parent") hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (the "Statement"),
originally filed on May 30, 1997, as amended by Amendment No. 1 thereto, with
respect to their offer to purchase all outstanding shares of common stock, par
value $.01 per share, of Fibreboard Corporation, a Delaware corporation (the
"Company"), including the associated preferred stock purchase rights issued
pursuant to the Rights Agreement dated as of August 25, 1988, as amended,
between the Company and The First National Bank of Boston, as successor rights
agent (collectively, the "Shares"), as set forth in this Amendment No. 2.
Capitalized terms not defined herein have the meanings assigned thereto in the
Statement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
At 12:00 Midnight, New York City time, on June 26, 1997, the Offer expired. On
June 27, 1997, the Offeror accepted for payment a total of 7,836,655 Shares
validly tendered pursuant to the Offer and not withdrawn prior to the expiration
of the Offer. The 7,836,655 Shares accepted for payment by the Offeror represent
approximately 92.3% of the Shares outstanding on June 26, 1997. The press
release issued by Parent on June 27, 1997 is attached hereto as Exhibit (a)(11)
and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The press release issued by Parent on June 27, 1997 is attached hereto as
Exhibit (a)(11) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release issued by Parent on June 27, 1997.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: June 30, 1997
Owens Corning
/s/ Christian L. Campbell
By:
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Name: Christian L. Campbell
Title: Senior Vice President,
General
Counsel and Secretary
Sierra Corp.
/s/ Christian L. Campbell
By:
-----------------------------------
Name: Christian L. Campbell
Title: President
3
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EXHIBIT INDEX
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EXHIBIT
NO. EXHIBIT
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<C> <S> <C>
(a)(11) Press Release issued by Parent on June 27, 1997.
</TABLE>
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EXHIBIT (a)(11)
OWENS CORNING WORLD HEADQUARTERS
ONE OWENS CORNING PARKWAY
TOLEDO, OHIO 43659
419.248.8000
NEWS
[LOGO OF OWENS CORNING]
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Contact: William K. Hamilton Rhonda L. Brooks
Media Relations Investor Relations
419/248-6190 419/248-8485
Owens Corning Announces the Acceptance
of Fibreboard Shares in Tender Offer
TOLEDO, Ohio; June 27, 1997 -- Owens Corning (NYSE/TSE:OWC) today announced it
has accepted shares tendered pursuant to its tender offer for all outstanding
shares of common stock of Fibreboard Corporation (AMEX:FBD).
Owens Corning has been advised by The Bank of New York, the depositary for the
offer, that as of midnight Eastern Daylight Time, on Thursday, June 26, 1997,
approximately 7,836,655 shares of Fibreboard common stock (in excess of 92
percent of the outstanding shares) had been validly tendered and not withdrawn.
"We are pleased to accept the shares tendered to us at this time and look
forward to finalizing the partnership between Fibreboard and Owens Corning,"
said Glen H. Hiner, Owens Corning chairman and chief executive officer.
The tendered shares will be purchased by an Owens Corning subsidiary. It is
expected that such subsidiary will be merged into Fibreboard, with each share of
Fibreboard not tendered being converted into the right to receive $55.00 in
cash. The merger is expected to be effective in early July.
Headquartered in Toledo, Ohio, 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 employs 19,000 people in more than 30 countries. The
company's internet website can be found at http://www.owenscorning.com.
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Headquartered in Dallas, Texas, Fibreboard is a leading producer and
distributor of vinyl siding and other residential and industrial building
materials. Sales in 1996 were $469 million. On a pro-forma basis - assuming
Fibreboard's 1997 acquisitions had been completed on January 1, 1997 -
Fibreboard's sales this year would be expected to be close to $800 million.
Fibreboard employs 3,400 people and operates a total of 21 manufacturing plants
in the United States and Canada.
Merrill Lynch & Co. served as financial advisor to Owens Corning and acted as
dealer manager in the tender offer.
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