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): January 9, 1998.
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) January 9, 1998 Press Release. On January 9,
1998, Owens Corning (the "Company") issued the Press Release
attached hereto as Exhibit 99. Such press release is
incorporated herein by this reference.
(b) Notice of Date of 1998 Annual Meeting of
Stockholders. Notice is hereby given that the annual
meeting of stockholders of the Company for the year 1998
will be held on Thursday, April 16, 1998.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
(c) Exhibits
The exhibits accompanying this report are listed in the
accompanying Exhibit Index.
<PAGE>
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
Date: January 9, 1998 By: /s/ Domenico Cecere
Domenico Cecere
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith as noted below.
Exhibit No. Exhibit
99 Press Release of Owens Corning dated January 9, 1998.
Contact: Jules L. Vinnedge William K. Hamilton
Investor Relations Media Relations
(419) 248-7377 (419) 248-6190
Owens Corning Lowers Earnings Expectations,
Announces Restructuring Program
TOLEDO, OH, January 9, 1998 -- Owens Corning today
announced lowered earnings expectations for 1997 and said
it has launched a major restructuring program.
Due to continued pricing pressures in its Insulating System
business, the company has lowered its earnings estimate to
about $3.00 per share for 1997, excluding restructuring and
other charges.
A pre-tax charge totaling approximately $250 million will
be taken for restructuring and other related costs to
reduce overhead, close manufacturing facilities and enhance
manufacturing productivity with the objective of becoming
the low-cost supplier. Approximately $140 million will be
recorded in the fourth quarter of 1997, while the remaining
charge will be taken in the first quarter of 1998. The
restructuring will eliminate approximately 2,200 jobs, or 9
percent of the workforce.
The company also announced today that it will take a pre-
tax charge of $25 million against fourth quarter 1997
earnings to comply with a newly adopted accounting rule
affecting the capitalization of computer systems
development projects.
"Despite our attempts to increase prices in certain
insulation markets through the elimination of rebates and
other actions, we have been unable to stop our selling
price from eroding while standing firm on our strategy of
maintaining our market share," stated Owens Corning
Chairman and Chief Executive Officer Glen H. Hiner.
"We estimate that industry prices in North American
residential insulation declined 10 percent in 1997,
versus our previous estimate of 5 to 6 percent," he
continued. "We have exerted tight controls and oversight
in the pricing arena, but we are still being impacted by
overall market conditions.
"Therefore, we are undertaking a strategic restructuring
program geared toward gaining a cost leadership position in
our markets, competing more effectively and building value
for our shareholders," he said. "These programs are
expected to decrease operating costs by approximately $100
million in 1998, and by an additional $75 million when
fully implemented in 1999, resulting in ongoing savings of
$175 million per year."
Restructuring actions include:
The fiberglass insulation facility in Candiac, Quebec
is being shut down to focus manufacturing at lower-cost
facilities.
Savings will be obtained across the North American and
European Building Materials businesses through the
consolidation of facilities, elimination of low margin
product lines, product line simplification and the continued
integration of recent acquisitions.
Composites manufacturing expenses will be reduced by
scaling down operations at higher-cost facilities in Europe
and Latin America, especially at the composites facility in
Battice, Belgium and at the Sandefjord, Norway engineered
pipe facility.
The entire organization will be streamlined.
International management overhead will be reduced by
realigning the regional composites businesses in Latin
America and Asia Pacific into the global composites business
unit and by combining the building materials businesses for
Europe, Asia Pacific and Latin America into one
organization.
"As a result of our acquisition program, we will exceed $5
billion in sales in 1998," said Hiner. "However, we must
now leverage our sales and our leadership position in the
marketplace to drive strong cash flow and net income. This
restructuring program will better position our organization
to capitalize on opportunities in our four major systems:
Insulating, Roofing, Exterior and Composites."
Owens Corning is a world leader in high performance glass
fiber composites and building materials with 1996 sales of
$3.8 billion.
This news release contains forward-looking statements.
These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ
materially from those projected in these statements. Some
of the important factors that may influence possible
differences are continued competitive factors and pricing
pressures, construction activity, interest rate movements,
issues involving implementation of new business systems,
achievement of expected cost reductions and asbestos
litigation. Further information on factors that could
affect the company's financial and other results are
included in the company's Forms 10-Q and 10-K, filed with
the Securities and Exchange Commission.
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