<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 2)
Fibreboard Corporation
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value 315712109
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Stephen E. Jacobs
Weil, Gotshal & Manges
767 Fifth Ave., New York, NY 10153
(212) 310-8000
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
April 12, 1994
- --------------------------------------------------------------------------
(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 7 Pages)
<PAGE>
<PAGE>
CUSIP No. 315712109 13D Page of 7
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
<PAGE>
<PAGE>
This amends and supplements the Statement on Schedule 13-D
originally filed with the Securities and Exchange Commission (the
"SEC") on December 20, 1993 and amended on March 16, 1994 (together,
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 4. Purpose of Transaction.
----------------------
On April 12, 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 "Second Proposal Letter") in which
it reaffirmed its intention to pursue a potential merger or other
business combination transaction between the Company and the
Acquisition Entity, as originally indicated to the Company's Board of
Directors by letter dated March 11, 1994. The Second Proposal Letter
informed the Board of Directors that the Acquisition Entity had
increased the offer from $42.50 per Share in cash to $45.00 per Share
in cash.
<PAGE>
<PAGE>
Consummation of the proposed merger or business combination
transaction (the "Proposal") would be subject to, among other things,
the satisfactory conclusion of a due diligence investigation of the
Company. A copy of the Second 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 Second 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.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
The following Exhibits are filed herewith:
1. Second Proposal Letter, dated April 12, 1994, from Mr.
Pohlad addressed to the Board of Directors of the
Company.
<PAGE>
<PAGE>
SIGNATURES
----------
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: April 13, 1994
CRP 3800 Inc.
By: /s/ Carl R. Pohlad
-------------------------------------
Carl R. Pohlad
President
<PAGE>
<PAGE>
EXHIBIT INDEX
INDEX NO. DESCRIPTION
- -------- -----------
1. Second Proposal Letter, dated April 12, 1994, from Mr.
Pohlad addressed to the Board of Directors of the
Company.
<PAGE>
EXHIBIT 1
Carl R. Pohlad
3800 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55402
612/661-3800
612/661-3803(FAX)
April 12, 1994
Board of Directors of
Fibreboard Corporation
California Plaza
2121 North California Boulevard
Suite 560
Walnut Creek, California 94596
Attention: Mr. John D. Roach, Chairman
Gentlemen:
I am disappointed by the nature of your reaction to my
letter of March 11, 1994 and my proposal for a cash merger between
Fibreboard Corporation and an entity to be organized by myself,
members of the Pohlad family and other entities controlled by us.
We are surprised by your immediate out-of-hand "knee-jerk"
rejection of our good-faith proposal. Surely, considering the timing
of your response, not much analysis, if any, could have been given to
the potential benefits of our $42.50 proposal to your shareholders.
Despite your reaction, we remain willing to go forward on a
friendly basis to explore a potential transaction which would bring
value to your shareholders. After considering the situation further,
we are comfortable in raising our proposal to $45 per share in cash,
subject to due diligence. In addition, we are prepared to commence a
due-diligence investigation and explore whether there is additional
value in the Company to justify a further potential increase in price.
<PAGE>
<PAGE>
We trust that our new proposal will be given the proper
attention and analysis by your Board. We are anxious to talk with
both you and your Board of Directors and to explore this possibility.
Sincerely,
/s/ Carl R. Pohlad
Carl R. Pohlad
