As filed with the Securities and Exchange Commission on
April 21, 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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
incorporation or organization) Identification No.)
Owens Corning World Headquarters
One Owens Corning Parkway 43659
Toledo, Ohio (Zip Code)
(Address of Principal Executive Offices)
Owens Corning 1987 Stock Plan For Directors
(Full title of the plan)
Maura J. Abeln, Esq.
Senior Vice President, General Counsel and Secretary
Owens Corning
Owens Corning World Headquarters
One Owens Corning Parkway
Toledo, OH 43659
(419) 248-8000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount Maximum Maximum Amount
Securities to Be Offering Aggregate of
to Be Registered Price per Offering Registration
Registered (1) Share (2) Price (2) Fee (3)
Common
Stock,
$0.10 par 300,000
value(1) shares $ 35.97 $10,791,000 $3,000
Preferred
Share
Purchase 300,000
Rights rights(4) None (4) (4) (4)
</TABLE>
(1) There is also being registered hereunder such
additional undetermined number of shares of Common
Stock which may be issued from time to time as a result
of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the
registration fee on the basis of the average of the
high and low prices for Common Stock as reported on the
New York Stock Exchange Composite Tape on April 16,
1999.
(3) The Registration Fee has been calculated pursuant to
Rule 457(h).
(4) Any value attributable to the Preferred Share Purchase
Rights is reflected in the value of the Common Stock.
Because no separate consideration is paid for the
Preferred Share Purchase Rights, the registration fee
for such securities is included in the fee for the
Common Stock.
The Registration Statement shall become effective upon
filing in accordance with Rule 462 under the Securities Act
of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, are
hereby incorporated by reference in this Registration Statement:
(a) The Registrant's annual report on Form 10-K (File No. 1-
03660) filed with the Commission on March 15, 1999 for
the fiscal year ended December 31, 1998;
(b) The Registrant's current reports on Form 8-K (File No.
1-03660), filed with the Commission on February 8, 1999
and April 15, 1999; and
(c) The information with regard to the Registrant's
common stock, par value $.10 per share, contained in
the registration statement filed under the Securities
Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such information.
In addition, all documents subsequently filed by the Registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Maura J. Abeln, Esq., who has provided an opinion concerning
the legality of the securities to be offered under the Plan, is
Senior Vice President, General Counsel and Secretary of the
Company. As of February 23, 1999, Ms. Abeln owned beneficially
less than 0.1 per cent of the Company's common stock, par value
$.10 per share.
Item 6. Indemnification of Officers and Directors.
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:
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, 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, 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 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 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<S>
<C> <C>
Exhibit
Number Exhibit
4 (a) Owens Corning 1987 Stock Plan for Directors, as amended
(incorporated herein by reference to Exhibit (10) to
the Registrant's quarterly report on Form 10-Q (File
No. 1-03660) for the quarter ended June 30, 1997).
4 (b) Certificate of Incorporation of Registrant, as amended
(incorporated herein by reference to Exhibit (3) to
Registrant's quarterly report on Form 10-Q (File No. 1-
03660) for the quarter ended March 31, 1997).
4 (c) By-Laws of Registrant, as amended (incorporated herein
by reference to Exhibit (3) to Registrant's annual
report on Form 10-K (File No. 1-03660) for 1995).
4 (d) Specimen Certificate of Common Stock of the Registrant
(incorporated herein by reference to Exhibit (99) to
Registrant's annual report on Form 10-K (File No. 1-
03660) for 1996).
4 (e) Rights Agreement, dated as of December 12, 1996
(incorporated herein by reference to Exhibit (1) to
Registrant's Registration Statement on Form 8-A (File
No. 1-03660), dated December 19, 1996).
5 Opinion of Maura J. Abeln (filed herewith).
23 (a) Consent of Arthur Andersen LLP, independent public
accountants (filed herewith).
23 (b) Consent of Maura J. Abeln is contained in Exhibit 5.
24 Powers of Attorney (included on signature page).
</TABLE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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 this 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 this
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 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;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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) The undersigned Registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this 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) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has 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 the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
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, the
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.
<PAGE> SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8, and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Toledo, State of Ohio, on this 20th day of April,
1999.
OWENS CORNING
By /s/ GLEN H. HINER
Glen H. Hiner, Chairman of the
Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glen H. Hiner,
Maura J. Abeln, J. Thurston Roach, and Robert C. Lonergan, and
each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or his or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated:
<TABLE>
<S>
<C> <C> <C>
Signatures Title Date
Chairman of the Board
and Chief Executive
/s/ GLEN H. HINER Officer APRIL 19, 1999
Glen H. Hiner (Principal Executive
Officer) and Director
Senior Vice President
/s/ J. THURSTON ROACH and Chief Financial APRIL 16, 1999
J. Thurston Roach Officer
(Principal Financial
Officer)
/s/ STEVEN J. STROBEL Vice President and APRIL 15, 199
Steven J. Strobel Controller
/s/ CURTIS H. BARNETTE Director APRIL 5, 1999
Curtis H. Barnette
/s/ NORMAN P. BLAKE Director MARCH 31, 1999
Norman P. Blake, Jr.
/s/ GASTON CAPERTON Director MARCH 31, 1999
Gaston Caperton
/s/ LEONARD S. COLEMAN, JR. Director MARCH 31, 1999
Leonard S. Coleman, Jr.
/s/ WILLIAM W. COLVILLE Director APRIL 5, 1999
William W. Colville
/s/ JOHN H. DASBURG Director APRIL 5, 1999
John H. Dasburg
/s/ LANDON HILLIARD Director MARCH 31, 1999
Landon Hilliard
/s/ JON M. HUNTSMAN Director APRIL 5, 1999
Jon M. Huntsman, Jr.
/s/ ANN IVERSON Director APRIL 1, 1999
Ann Iverson
/s/ W. WALKER LEWIS Director APRIL 5, 1999
W. Walker Lewis
/s/ FURMAN C. MOSELEY, JR. Director MARCH 31, 1999
Furman C. Moseley, Jr.
/s/ W. ANN REYNOLDS Director APRIL 1, 1999
W. Ann Reynolds
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S>
<C> <C>
Exhibit
Number Exhibit
4 (a) Owens Corning 1987 Stock Plan for Directors, as
amended (incorporated herein by reference to Exhibit
(10) to the Registrant's quarterly report on Form 10-Q
(File No. 1-03660) for the quarter ended June 30,
1997).
4 (b) Certificate of Incorporation of Registrant, as amended
(incorporated herein by reference to Exhibit (3) to
Registrant's quarterly report on Form 10-Q (File No. 1-
03660) for the quarter ended March 31, 1997).
4 (c) By-Laws of Registrant, as amended (incorporated herein
by reference to Exhibit (3) to Registrant's annual
report on Form 10-K (File No. 1-03660) for 1995).
4 (d) Specimen Certificate of Common Stock of the Registrant
(incorporated herein by reference to Exhibit (99) to
Registrant's annual report on Form 10-K (File No. 1-
03660) for 1996).
4 (e) Rights Agreement, dated as of December 12, 1996
(incorporated herein by reference to Exhibit (1) to
Registrant's Registration Statement on Form 8-A (File
No. 1-03660), dated December 19, 1996).
5 Opinion of Maura J. Abeln (filed herewith).
23 (a) Consent of Arthur Andersen LLP, independent public
accountants (filed herewith).
23 (b) Consent of Maura J. Abeln is contained in Exhibit 5.
24 Powers of Attorney (included on signature page).
</TABLE>
<PAGE>
<PAGE> EXHIBIT 5
April 21, 1999
Owens Corning
Owens Corning World Headquarters
One Owens Corning Parkway
Toledo, Ohio 43659
Re: Owens Corning Deferred Compensation Plan
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of
Owens Corning, a Delaware corporation (the "Company"), and I have
acted as counsel to the Company in connection with the
preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement")
relating to the registration of $30,000,000 of general unsecured
obligations (the "Obligations") of the Company to pay deferred
compensation in the future in accordance with the Company's
Deferred Compensation Plan (the "Plan").
In so acting, I have supervised other members of the Company's
Law Department and outside counsel who have performed work in
connection with the transactions contemplated by the Plan.
I, or other members of the Company's Law Department or such
outside counsel, have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of
such corporate records, documents, certificates and other
instruments, and have made such other investigations, as in our
judgment are necessary or appropriate to enable me to render the
opinion expressed below.
In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us
as originals (other than documents executed by the Company) and
the conformity to original documents of documents submitted to us
as certified or photostatic copies and the authenticity of the
originals of such copies. We have also assumed the due
authorization, execution and delivery of such documents by the
parties thereto other than the Company.
Based upon our examination as described above, subject to the
assumptions and qualifications stated herein, and relying upon
statements of fact contained in the documents that we have
examined, I am of the opinion that the Obligations being offered
under the Plan, when issued in accordance with the provisions of
the Plan, will be valid and binding obligations of the Company,
enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of
creditors' rights or by general principles of equity.
I am a member of the Bar of the State of Florida and have
corporate status in the Bar of the State of Ohio and do not hold
myself out as an expert on the laws of any other state except the
corporate laws of the State of Delaware, and my opinion is
limited to the corporate laws of the State of Delaware and the
federal laws of the United States.
I consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ MAURA J. ABELN
Maura J. Abeln
Senior Vice President, General Counsel and Secretary
1999.
Exhibit 23 (a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated January 25, 1999, included in Owens
Corning's annual report on Form 10-K for the year ended December
31, 1998, and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Toledo, Ohio
April 21, 1999.
