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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. 1)
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FIBREBOARD CORPORATION
(NAME OF SUBJECT COMPANY)
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SIERRA CORP.
A WHOLLY OWNED SUBSIDIARY OF
OWENS CORNING
(BIDDERS)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
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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
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Sierra Corp., a Delaware corporation, and Owens Corning, a Delaware
corporation ("Parent"), hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 (the "Statement"), originally filed on May 30,
1997, 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, as set forth in this Amendment No. 1. Capitalized
terms not defined herein have the meanings assigned thereto in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
On June 5, 1997, Parent and the Company issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued by Parent and the Company on June 5, 1997.
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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.
Owens Corning
/s/ CHRISTIAN L. CAMPBELL
By: _________________________________
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
Dated: June 6, 1997
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EXHIBIT INDEX
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EXHIBIT
NO. EXHIBIT
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<C> <S> <C>
(a)(10) Press release issued by Parent and the Company on June 5, 1997.
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OWENS CORNING
One Owens Corning Parkway
Toledo, Ohio 43659
NEWS
FIBREBOARD CORPORATION
2200 Ross Avenue, Suite 3600
Dallas, Tx 75201
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Contact: Owens Corning Fibreboard Corporation
William K. Hamilton Stephen L. DeMaria
Media Relations Corporate Relations
(419) 248-6190 (214) 954-9500
Rhonda L. Brooks
Investor Relations
(419) 248-8485 For Immediate Release
Hart-Scott-Rodino Waiting Period Ended
For Owens Corning, Fibreboard Merger
TOLEDO, Ohio, and DALLAS, Texas; June 5, 1997 - Owens Corning (NYSE/TSE: OWC)
and Fibreboard Corporation (AMEX: FBD) today announced that they have received
notice of termination of the Hart-Scott-Rodino waiting period in connection with
Owens Corning's tender offer for all of the outstanding shares of common stock
of Fibreboard Corporation.
Owens Corning and Fibreboard announced a merger agreement on May 28, approved by
the Boards of Directors of both companies, providing for Owens Corning to
acquire all of the outstanding shares of Fibreboard Corporation for $55.00 per
share. A tender offer for the shares was launched Friday, May 30.
The merger, Owens Corning's sixteenth acquisition during the past three years
and the largest to date, will substantially strengthen the company's offering in
building materials systems and provide Fibreboard the resources for continued
growth. The merger is expected to be accretive to Owens Corning in 1997 and on
an ongoing basis. The companies expect the transaction to close early in the
third quarter of 1997.
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.
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Headquartered in Dallas, Texas, Fibreboard is a leading producer 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 - the company's sales this year would be expected
to be close to $800 million. The company employs 3,400 people and operates a
total of 21 manufacturing plants in the U.S. and Canada.
Internet websites for the two companies can be found at
http://www.owenscorning.com, www.norandex.com and www.culturedstone.com.
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