<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1998
REGISTRATION NO. 333-47961
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
OWENS CORNING
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-4323452
(STATE OR OTHER JURISDICTION OF (I.R.S EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ONE OWENS CORNING PARKWAY
TOLEDO, OHIO 43659
(419) 248-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
---------------
MAURA J. ABELN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
OWENS CORNING
ONE OWENS CORNING PARKWAY
TOLEDO, OHIO 43659
(419) 248-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF REGISTRANT)
---------------
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
DANIELLE CARBONE
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective depending upon
market conditions and other factors.
---------------
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
BECOMES EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
issuance and distribution of the securities being registered. Except for the
Securities and Exchange Commission filing fee, all amounts shown are
estimates:
<TABLE>
<S> <C>
Registration Fee................................................ $295,000
Rating Agency Fees.............................................. 500,000
Accountants' Fees and Expenses.................................. 100,000
Counsel's Fees and Expenses..................................... 50,000
Blue Sky Fees and Expenses (including counsel's fees)........... 5,000
Printing and Engraving Expenses................................. 100,000
Fees and Expenses of Trustees................................... 60,000
Miscellaneous................................................... 5,000
---------
Total........................................................... 1,115,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
A. Reference is made to Section 102(b)(7) of the General Corporation Law of
the State of Delaware as to the limitation of personal liability of directors
and officers and to Section 145 of the General Corporation Law of the State of
Delaware as to indemnification by the Company of its directors and officers.
B. Article FOURTEENTH of the Company's Certificate of Incorporation, as
amended, provides as follows with respect to the indemnification of the
Company's directors and officers and the limitation of personal liability of
its directors and officers:
FOURTEENTH: The corporation shall indemnify to the full extent authorized
or permitted by law any person made, or threatened to be made, a party to
any action or proceeding (whether civil or criminal or otherwise) by reason
of the fact that he, his testator or intestate, is or was a director or
officer of the corporation or by reason of the fact that such director or
officer, at the request of the corporation, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, in any capacity. Nothing contained herein shall affect
any rights to indemnification to which employees other than directors and
officers may be entitled by law. No director of the corporation shall be
personally liable to the corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such a director as a director.
Notwithstanding the foregoing sentence, a director shall be liable to the
extent provided by applicable law (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which such
director derived an improper personal benefit. No amendment to or repeal of
this Article FOURTEENTH shall apply to or have any effect on the liability
or alleged liability of any director of the corporation for or with respect
to any acts or omissions of such director occurring prior to such
amendment.
C. Article IX of the Company's By-laws provides as follows with respect to
the indemnification of the Company's directors and officers and of certain
other persons:
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ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall, to the fullest extent permitted by applicable law
from time to time in effect (but, in the case of any amendment of such law,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), indemnify any and all persons who may
serve or who have served at any time as directors or officers of the
Corporation, or who at the request of the Corporation may serve or at any
time have served as directors, officers, employees or agents of another
corporation (including subsidiaries of the Corporation) or of any
partnership, joint venture, trust or other enterprise, and any directors or
officers of the Corporation who at the request of the Corporation may serve
or at any time have served as agents or fiduciaries of an employee benefit
plan of the Corporation or any of its subsidiaries, from and against any
and all of the expenses, liabilities or other matters referred to in or
covered by law whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent. The
Corporation may also indemnify any and all other persons whom it shall have
power to indemnify under any applicable law from time to time in effect to
the extent permitted by such law. The indemnification provided by this
Article IX shall not be deemed exclusive of any other rights to which any
person may be entitled under any provision of the Certificate of
Incorporation, other By-Law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office,
and shall be contract rights and continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
If a claim under this Article IX is not paid in full by the Corporation
within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty days, the director or
officer may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part
in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
director or officer shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the director
or officer to enforce a right to indemnification hereunder (but not in a
suit brought by the director or officer to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) any suit by
the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the director or officer has not
met any applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Corporation (including
its Board of Directors, its independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such suit that
indemnification of the director or officer is proper in the circumstances
because the director or officer has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board, its independent
legal counsel, or its stockholders) that the director or officer has not
met such applicable standard of conduct, shall create a presumption that
the director or officer has not met the applicable standard of conduct or,
in the case of such a suit brought by the director or officer, be a defense
to such suit. In any suit brought by the director or officer to enforce a
right to indemnification or to an advancement of expenses hereunder, or by
the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the director or officer is
not entitled to be indemnified, or to such advancement of expenses, under
this Article IX or otherwise shall be on the Corporation.
The indemnification provided in this Article IX shall inure to each
person referred to herein, whether or not the person is serving in any of
the enumerated capacities at the time such expenses (including attorneys'
fees), judgments, fines or amounts paid in settlement are imposed or
incurred, and whether or not the claim asserted against him is based on
matters which antedate the adoption of this Article IX. None of
II-2
<PAGE>
the provisions of this Article IX shall be construed as a limitation upon
the right of the Corporation to exercise its general power to enter into a
contract or understanding of indemnity with a director, officer, employee,
agent or any other person in any proper case not provided for herein. Each
person who shall act or have acted as a director or officer of the
Corporation shall be deemed to be doing so in reliance upon such right of
indemnification.
For purposes of this Article IX, the term "Corporation" shall include
constituent corporations referred to in subsection (h) of Section 145 of
the General Corporation Law of the State of Delaware (or any similar
provision of applicable law at the time in effect).
D. The Company has entered into an Indemnity Agreement with each member of
the Company's Board of Directors. Each Indemnity Agreement provides, among
other things, that in the event the director was, is or becomes a party,
witness or other participant in a Claim (as defined in the Indemnity
Agreement) by reason of (or arising in part out of) an Indemnifiable Event (as
defined in the Indemnity Agreement), the Company is required to indemnify the
director to the fullest extent authorized by the Company's By-Laws as in
effect on the date of the Indemnification Agreement notwithstanding any
subsequent amendment, repeal or modification of such By-Laws, against any and
all expenses, judgments, fines, penalties and amounts paid in settlement of
such Claim. The Indemnity Agreement requires that the Company advance to the
director all expenses relating to Claims and contains an undertaking by the
director to reimburse the Company for any such advances that are subsequently
determined in a final judicial determination to have been impermissible under
applicable law.
E. The directors and officers of the Company are covered by insurance
policies, maintained by the Company at its expense, insuring the directors and
officers against certain liabilities which might be incurred by them in such
capacities, including liabilities arising under the Securities Act of 1933.
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
- ------- -------
<S> <C>
1.1 Form of Debt Security Underwriting Agreement.**
4.1 Certificate of Incorporation of the Company, as amended (incorporated by reference
to Exhibit 3 to the Company's Quarterly Report on Form 10-Q (File No. 1-3660) for
the quarter ended March 31, 1997).
4.2 By-laws of the Company, as amended (incorporated by reference to Exhibit 3 to the
Company's annual report on Form 10-K (File No. 1-3660) for the fiscal year ended
December 31, 1995).
4.5.1 Indenture dated as of May 5, 1997 between Owens Corning and The Bank of New York,
as Trustee.*
4.5.2 Form of Debt Securities.**
5.1 Opinion of Shearman & Sterling as to the legality of the Debt Securities being
registered.
12.1 Computation of Ratio of Earnings to Fixed Charges.*
23.1 Consent of Arthur Andersen LLP, independent public accountants.*
23.2 Consent of Shearman & Sterling (included in Exhibit 5.1).
24 Powers of Attorney.*
25.1 Form T-1 Statement of Eligibility of Trustee under the Indenture.*
</TABLE>
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* Previously filed.
** The form or forms of Underwriting Agreement and Debt Securities with
respect to the offering of Debt Securities will be filed as an exhibit to a
report on Form 8-K and incorporated herein by reference.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
(A) RULE 415 OFFERING.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to the Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-
3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned Registrants hereby further undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(C) POLICY REGARDING INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by any
Registrant of expenses incurred or paid by a director, officer or controlling
person of a Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, such Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, OWENS CORNING
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 1
TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF TOLEDO, STATE OF OHIO, ON APRIL 10,
1998.
Owens Corning
By: /s/ Michael I. Miller
_____________________________________
MICHAEL I. MILLER
VICE PRESIDENT AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
<TABLE>
<S> <C> <C>
* Chairman of the Board, Chief April 10, 1998
____________________________________ Executive Officer and
(GLEN H. HINER) Director (principal
executive officer)
* Senior Vice President and April 10, 1998
____________________________________ Chief Financial Officer
(DOMENICO CECERE) (principal financial
officer)
* Vice President and April 10, 1998
____________________________________ Controller
(STEVEN J. STROBEL)
* Director April 10, 1998
____________________________________
(NORMAN P. BLAKE, JR.)
Director
____________________________________
(GASTON CAPERTON)
* Director April 10, 1998
____________________________________
(LEONARD S. COLEMAN, JR.)
</TABLE>
II-5
<PAGE>
SIGNATURE TITLE DATE
<TABLE>
<S> <C> <C>
Director
____________________________________
(WILLIAM W. COLVILLE)
* Director April 10, 1998
____________________________________
(JOHN H. DASBURG)
* Director April 10, 1998
____________________________________
(LANDON HILLIARD)
* Director April 10, 1998
____________________________________
(SIR TREVOR HOLDSWORTH)
* Director April 10, 1998
____________________________________
(JON M. HUNTSMAN, JR.)
* Director April 10, 1998
____________________________________
(ANN IVERSON)
* Director April 10, 1998
____________________________________
(W. WALKER LEWIS)
* Director April 10, 1998
____________________________________
(FURMAN C. MOSELEY, JR.)
* Director April 10, 1998
____________________________________
(W. ANN REYNOLDS)
</TABLE>
/s/ Michael I. Miller
*By_____________________________
Michael I. Miller
Attorney-in-Fact
II-6
<PAGE>
INDEX TO EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
- ------- -------
<S> <C>
1.1 Form of Debt Security Underwriting Agreement.**
4.1 Certificate of Incorporation of the Company, as amended (incorporated by reference
to Exhibit 3 to the Company's Quarterly Report on Form 10-Q (File No. 1-3660) for
the quarter ended March 31, 1997).
4.2 By-laws of the Company, as amended (incorporated by reference to Exhibit 3 to the
Company's annual report on Form 10-K (File No. 1-3660) for the fiscal year ended
December 31, 1995).
4.5.1 Indenture dated as of May 5, 1997 between Owens Corning and The Bank of New York,
as Trustee.*
4.5.2 Form of Debt Securities.**
5.1 Opinion of Shearman & Sterling as to the legality of the Debt Securities being
registered.
12.1 Computation of Ratio of Earnings to Fixed Charges.*
23.1 Consent of Arthur Andersen LLP, independent public accountants.*
23.2 Consent of Shearman & Sterling (included in Exhibit 5.1.1).
24 Powers of Attorney.*
25.1 Form T-1 Statement of Eligibility of Trustee under the Indenture.*
</TABLE>
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* Previously filed.
** The form or forms of Underwriting Agreement and Debt Securities with
respect to the offering of Debt Securities will be filed as an exhibit to a
report on Form 8-K and incorporated herein by reference.
<PAGE>
[LETTERHEAD OF SHEARMAN & STERLING APPEARS HERE]
April 10, 1998
To the Board of Directors
of Owens Corning
Ladies and Gentlemen:
We are acting as counsel for Owens Corning (the "Company") in
connection with the Registration Statement on Form S-3 (as amended, the
"Registration Statement") being filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the offering from time to time, as set forth in
the prospectus (the "Prospectus") contained in the Registration Statement and as
to be set forth in one or more supplements to the Prospectus (each such
supplement, a "Prospectus Supplement"), of the Company's unsecured debt
securities (the "Debt Securities"), consisting of notes and/or debentures with
an aggregate issue price of up to $1,000,000,000.
The Debt Securities will be issued in one or more series and are
unsecured and unsubordinated obligations of the Company issued pursuant to an
Indenture dated as of May 5, 1997 (the "Indenture") between the Company and The
Bank of New York, trustee (the "Trustee").
We are familiar with the corporate proceedings of the Company to date
with respect to the proposed issuance and sale of the Debt Securities, including
resolutions of the Board of Directors of the Company authorizing the Indenture
and the issuance, offering and sale of the Debt Securities, and we have examined
such corporate records of the Company and such other documents and certificates
as we have deemed necessary as a basis for the opinions hereinafter expressed.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
<PAGE>
2
(i) The Indenture has been duly authorized, executed and delivered
by the Company and assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and legally binding instrument of the Company
enforceable against the Company in accordance with its terms.
(ii) The Debt Securities have been duly authorized and, when the
final terms thereof have been duly established and approved and when duly
executed by the Company and authenticated by the Trustee in accordance with the
Indenture and delivered to and paid for by the purchasers thereof, will
constitute valid and legally binding obligations of the Company entitled to the
benefits of the Indenture.
The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally and (ii) general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law). We note that, as of the date of this opinion, a
judgment for money in an action based on a Debt Security denominated in a
foreign currency or currency unit in a State court in the United States may only
be enforced in United States dollars.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus. In giving this consent, we do not thereby concede
that we come within the category of persons whose consent is required by the
Securities Act or the General Rules and Regulations promulgated thereunder.
Very truly yours,
SHEARMAN & STERLING
