As filed with the Securities and Exchange Commission on March 16, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OWENS CORNING OWENS CORNING
(Exact name of Registrant CAPITAL II
as specified in its charter) OWENS CORNING
CAPITAL III
(Exact name of Registrant as specified
in its certificate of trust)
Delaware Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
34-4323452 31-6560375
31-6560379
(I.R.S Employer (I.R.S. Employer
Identification No.) Identification No.)
One Owens Corning Parkway c/o OWENS CORNING
Toledo, Ohio 43659 One Owens
Corning Parkway
(419) 248-8000 Toledo, Ohio 43659
(Address, including zip code, (419) 248-8000
and telephone number, including area (Address, including zip code, and
code, of principal executive offices) 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)
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Please send copies of all communications to:
Danielle Carbone, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act") other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box.|_|
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. |X| 333-24501
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 this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. |_|
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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<TABLE>
<CAPTION>
===================================================================================================================
Proposed Proposed
maximum offering maximum
Title of each class of Amount to be price aggregate Amount of
Securities to be Registered Registered per unit offering price Registration Fee
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $10,000,000 100 % $10,000,000 $2,780
===================================================================================================================
</TABLE>
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registration Statement on Form S-3 filed by Owens Corning with the Securities
and Exchange Commission (File No. 333-24501) pursuant to the Securities Act of
1933, as amended, and declared effective on May 1, 1997 is incorporated by
reference into this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
All exhibits with or incorporated by reference in Registration
Statement No. 333-24501 are incorporated by reference into, and shall be deemed
part of, this registration statement, except for the following, which are filed
herewith.
Exhibit
No. Description
--- -----------
5.1 Opinion of Shearman & Sterling as to the legality of the Notes
23.1 Consent of Arthur Anderson LLP, Independent Public Accountants
23.2 Consent of Shearman & Sterling (included in the opinion filed as
Exhibit 5.1)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused the registration statement or amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Toledo, State of Ohio, on March 16, 1999.
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
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
* Chairman of the Board, Chief March 16, 1999
- - --------------------------- Executive Officer and Director
(Glen H. Hiner) (principal executive officer)
/s/ J. Thurston Roach Senior Vice President and Chief March 16, 1999
- - --------------------------- Financial Officer (principal
(J. Thurston Roach) financial officer)
* Vice President and Controller March 16, 1999
- - ---------------------------
(Steven J. Strobel)
Director March 16, 1999
- - ---------------------------
(Curtis H. Barnette)
* Director March 16, 1999
- - ---------------------------
(Norman P. Blake, Jr.)
Director March 16, 1999
- - ---------------------------
(Gaston Caperton)
* Director March 16, 1999
- - ---------------------------
(Leonard S. Coleman, Jr.)
* Director March 16, 1999
- - ---------------------------
(William W. Colville)
* Director March 16, 1999
- - ---------------------------
(John H. Dasburg)
<PAGE>
Signature Title Date
--------- ----- ----
* Director March 16, 1999
- - ---------------------------
(Landon Hilliard)
* Director March 16, 1999
- - ---------------------------
(Jon M. Huntsman, Jr.)
* Director March 16, 1999
- - ---------------------------
(Ann Iverson)
* Director March 16, 1999
- - ---------------------------
(W. Walker Lewis)
* Director March 16, 1999
- - ---------------------------
(Furman C. Moseley, Jr.)
* Director March 16, 1999
- - ---------------------------
(W. Ann Reynolds)
*By /s/ Michael I. Miller
----------------------
Michael I. Miller
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
--- -----------
5.1 Opinion of Shearman & Sterling as to the legality of the Notes
23.1 Consent of Arthur Anderson LLP, Independent Public Accountants
23.2 Consent of Shearman & Sterling (included in the opinion filed as
Exhibit 5.1)
Exhibit 5.1
[LETTERHEAD OF SHEARMAN & STERLING]
March 19, 1999
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 filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), on March 16, 1999, relating to
the registration pursuant to Rule 462(b) of up to $10,000,000 aggregate
principal amount of the Company's 7% Notes due 2009 (the "462(b) Notes"). The
462(b) Notes are to be issued with $240,000,000 of the Company's 7% Notes due
2009 (together with the 462(b) Notes, the "Notes") registered pursuant to the
Company's Registration Statement on Form S-3 (No. 333-24501) which was declared
effective on May 1, 1997.
The Notes are being 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 issuance and sale of the Notes, including resolutions of the
Board of Directors of the Company authorizing the Indenture and the issuance,
offering and sale of Debt Securities, including the Notes thereunder, 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.
Our opinion set forth below are limited to the laws of the State of New
York, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware, and we do not express any opinion
herein concerning any other laws.
Based on the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the Notes have been duly
authorized and when authenticated by the Trustee in accordance with the
Indenture, and delivered to and paid for by
<PAGE>
the underwriters pursuant to the Underwriting Agreement, dated March 16, 1999
among the Company and the underwriters named therein, will constitute valid and
legally binding obligations of the Company entitled to the benefits of the
Indenture, 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 hereby consent to the use this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus and "Validity of the Notes" in the Prospectus
Supplement. 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,
/s/ Shearman & Sterling
DC/LJ/EK/BT
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 25, 1999,
included in Owens Corning's 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
ARTHUR ANDERSEN LLP
Toledo, Ohio
March 15, 1999
