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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
Fibreboard Corp.
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(Name of Issuer)
Common Stock, $.01 par value 315712109
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(Title of class of securities) (CUSIP number)
Stephen E. Jacobs
Weil, Gotshal & Manges
767 Fifth Ave., New York, NY 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
March 11, 1994
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 10 Pages)
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CUSIP No. 315712109 13D Page of 10
1 NAME OF REPORTING PERSON: CRP 3800 Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Minnesota
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 300,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 300,900
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 300,900
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.2
14 TYPE OF REPORTING PERSON: CO
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This amends and supplements the Statement on Schedule 13-D
filed with the Securities and Exchange Commission (the "SEC") on
December 20, 1993 (the "Original Schedule 13-D"), by CRP 3800 Inc., a
Minnesota corporation (the "Purchaser"), with respect to its ownership
of shares of common stock, par value $.01 per share (the "Shares"), of
Fiberboard Corporation, a Delaware corporation (the "Company").
Unless otherwise indicated, the information set forth in the
Original Schedule 13-D remains unchanged. Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings
ascribed to them in the Original Schedule 13-D.
Item 3. Source and Amount of Funds or Other Consideration.
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Since the date of the Original Schedule 13-D the Purchaser
purchased an aggregate of 17,000 Shares for a total consideration
(including brokerage commissions) of $541,605. The Purchaser acquired
such Shares by using equal amounts of its capital and borrowing from
its margin account at Jefferies & Co., Inc.
Item 4. Purpose of Transaction.
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On March 11, 1994, Mr. Pohlad, on behalf of an entity to be
organized by himself, members of the Pohlad family and entities
controlled by them (the "Acquisition Entity"), sent a letter to the
Company's Board of Directors (the "Proposal Letter") proposing a
merger or other business combination
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transaction between the Company and the Acquisition Entity, pursuant
to which all shareholders of the Company would receive $42.50 per
Share in cash. Consummation of the proposed merger or business
combination transaction (the "Proposal") would be subject to, among
other things, (i) the satisfactory conclusion of a due diligence
investigation of the Company, (ii) the execution of mutually
satisfactory documentation and (iii) the obtaining of all requisite
government regulatory approvals. A copy of the Proposal Letter is
attached hereto as Exhibit 1, and the foregoing disclosure is
qualified in its entirety by reference to the terms and conditions of
the Proposal Letter, which terms and conditions are incorporated
herein by reference.
Although Mr. Pohlad is the President and sole director of
the Purchaser and the beneficial owner of 32% of the capital stock of
the Purchaser and members of his family own an additional 18% of the
Purchaser's capital stock, the Proposal is being made on behalf of the
Acquisition Entity and not on behalf of the Purchaser.
Except as set forth above, neither the Purchaser nor the
members of the Acquisition Entity has any present plans or intentions
that would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13-D.
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Item 5. Interest in Securities of the Issuer.
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(a) As of the date of this Statement, the Purchasers
beneficially owned 300,900 Shares constituting 7.2% of the outstanding
Shares (the Percentage of Shares owned being indicated in parentheses
and based upon 4,188,920 Shares outstanding on November 10, 1993 as
set forth in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1993):
(b) The Purchaser has the sole power to vote or direct the
vote of the Shares referred to in (a) above and the sole power to
dispose or direct the disposition of such Shares. By virtue of his
position as President and sole director of the Purchaser and owner of
32% of its capital stock, Mr. Pohlad may also be deemed to
beneficially own all of the Shares beneficially owned by the Purchaser
and to share in the power to vote and dispose of such Shares.
(c) The information concerning transactions in the Shares
by the Purchaser since the date of the Original Schedule 13-D is set
forth in Exhibit 2 attached hereto. All of such transactions were
effected on the open market.
(d) Not applicable.
(e) Not applicable.
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Item 7. Materials to be Filed as Exhibits.
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The following Exhibits are filed herewith:
1. Proposal Letter, dated March 11, 1994, from Mr. Pohlad
addressed to the Board of Directors of the Company.
2. Information concerning transactions in the Shares
effected by the Purchaser.
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SIGNATURES
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After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information contained in
this Statement is true, complete and correct.
Dated: March 16, 1994
CRP 3800 Inc.
By: /s/ Carl R. Pohlad
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Carl R. Pohlad
President
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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1. Proposal Letter, dated March 11, 1994, from Mr. Pohlad
addressed to the Board of Directors of the Company.
2. Information concerning transactions in the Shares
effected by the Purchaser.
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EXHIBIT 1
Carl R. Pohlad
3800 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55402
612/661-3800
612/661-3803(FAX)
March 11, 1994
Board of Directors of
Fibreboard Corporation
California Plaza
2121 North California Boulevard
Suite 560
Walnut Creek, California 94596
Attention: John D. Roach, Chairman
Gentlemen:
I am writing to you on behalf of an entity to be organized by myself,
members of the Pohlad family and entities controlled by us. This
entity will be formed for the purpose of pursuing a friendly
transaction with Fibreboard Corporation (the "Company").
We are pleased to proposed a merger or other business combination
transaction with the Company pursuant to which all shareholders of the
Company would receive $42.50 per share in cash. Our proposal and any
such transaction would be subject to the satisfactory conclusion of a
due diligence of the Company and the execution of mutually
satisfactory documentation. If the results of the investigation
demonstrate to us additional value in the Company, we would be
prepared to increase the proposal. In addition, the transaction would
also be subject to the obtaining of all requisite government
regulatory approvals.
I, along with the members of my organization, expect to have a major
role in structuring the proposed transaction and working with the
Company on an ongoing basis.
We would be happy to discuss our proposal with the Board of Directors
or its designated representatives at your earliest convenience. I
look forward to hearing from you in hopes of working with you toward
our mutual goal of enhancing shareholder value.
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Sincerely,
/s/ Carl R. Pohlad
Carl R. Pohlad
CRP/as
BY FEDERAL EXPRESS AND FAX
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EXHIBIT 2
TRANSACTIONS IN COMMON STOCK
NUMBER
SHARES PRICE
TRADE SETTLE BOUGHT PER SHARE COST COMMISSION TOTAL
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12/20/93 12/28/93 14,500 31.69 459,505 725 460,230
01/04/94 01/11/94 2,500 32.50 81,250 125 81,375
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17,000 540,755 850 541,605
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