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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 3, 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 2. Acquisition or Disposition of Assets.
On July 3, 1997, Sierra Corp. ("Sierra Corp."), a
Delaware corporation and a wholly owned subsidiary of Owens
Corning, a Delaware corporation (the "Company"), was merged (the
"Merger") with and into Fibreboard Corporation, a Delaware
corporation ("Fibreboard"), with Fibreboard becoming a wholly owned
subsidiary of the Company as a result of the Merger.
Pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of May 27, 1997 among the Company, Sierra
Corp. and Fibreboard, Sierra Corp. commenced a tender offer (the
"Tender Offer") on May 30, 1997 to purchase all outstanding shares
of common stock, par value $.01 per share, of Fibreboard, including
the associated preferred stock purchase rights issued pursuant to
the Rights Agreement dated as of August 25, 1988, as amended,
between Fibreboard and The First National Bank of Boston, as
successor rights agent (collectively, the "Shares"), at a purchase
price of $55.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated May 30, 1997 and the related Letter of
Transmittal. On June 27, 1997, the Company accepted for payment a
total of 7,836,655 Shares (approximately 92.3% of the Shares
outstanding on June 26, 1997) pursuant to the Tender Offer .
The consummation of the Merger completes the acquisition
of Fibreboard by the Company pursuant to the terms of the Merger
Agreement. As a result of the Merger each Share issued and
outstanding immediately prior to the effective time of the Merger
(other than Shares owned by Fibreboard, any subsidiary of
Fibreboard, Sierra Corp. or any other subsidiary of the Company,
which Shares were canceled without consideration being delivered
therefor) was automatically canceled and became the right to
receive cash, without interest, in the amount of $55.00, subject to
applicable appraisal rights pursuant to Delaware law.
The total consideration to be paid by the Company for the
purchase of Shares pursuant to the Tender Offer and the Merger will
be $466,951,100. The source of such funds is a loan under a Credit
Agreement dated as of June 26, 1997 (the "Credit Agreement"), among
the Company, Sierra Corp., certain other subsidiaries of the
Company, certain banks and Credit Suisse First Boston, as agent for
such banks. The aggregate commitments under the Credit Agreement
total $2 billion, and the initial borrowings under the Credit
Agreement in connection with the Tender Offer and the Merger
totaled approximately $1 billion (of which approximately $335 million
was used to repay existing credit facilities of the Company).
The acquisition of Fibreboard does not constitute a
"significant business combination" under Regulation S-X of the
Securities and Exchange Commission and, therefore, does not require
the filing by the Company of pro forma financial information under
the Securities Exchange Act of 1934, as amended.
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SIGNATURE
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: July 15, 1997
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