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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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FIBREBOARD CORPORATION
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(Name of Issuer)
Common Stock, Par Value $.01 per share
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(Title of Class of Securities)
315712-10-9
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(CUSIP Number)
Donald F. McAleenan, 2121 N. California Boulevard,
Suite 560, Walnut Creek, CA 94596
(510) 274-0700
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 24, 1995
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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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 315712-10-9 PAGE 2 OF 6 PAGES
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(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Roach
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 374,012
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
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(9) SOLE DISPOSITIVE POWER
374,012
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(10) SHARED DISPOSITIVE POWER
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,012
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
Page 2 OF 6
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SCHEDULE 13D
Mr. Roach hereby amends and supplements this statement on Schedule 13D
originally filed on October 25, 1993 relating to the Common Stock of Fibreboard
Corporation (the "Company"). Unless otherwise indicated, each capitalized term
used but not defined herein shall have the meaning assigned to such term in the
initial filing.
Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share,
of Fibreboard Corporation, California Plaza Building, 2121 N.
California Blvd., Suite 560, Walnut Creek, CA 94596 (the "Common
Stock").
Item 2. IDENTITY AND BACKGROUND.
(a) The person filing this statement is John D. Roach.
(b) Mr. Roach's business address is Fibreboard Corporation,
California Plaza Building, 2121 N. California Blvd., Suite 560,
Walnut Creek, CA 94596.
(c) The principal occupation of Mr. Roach is Chairman and Chief
Executive Officer of the Issuer.
(d) Mr. Roach has not, during the last five years, been convicted in
any criminal proceeding.
(e) Mr. Roach has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding he was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Roach is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In aggregate, 40,000 shares of Common Stock were purchased by Mr.
Roach in August and October 1991, from personal funds.
In aggregate, 100,000 shares were issued to Mr. Roach in June, July
and December 1992, as a result of the vesting of restricted stock
rights granted under
Page 3 of 6
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the Issuer's Restated 1988 Employee Stock Option and Rights Plan, as
amended (the "Option Plan").
34,012 shares were issued to Mr. Roach in October 1995, as a result of
the exercise of 50,000 options. The Company withheld 15,988 shares
in payment of Mr. Roach's withholding taxes. Such options had an
exercise price of $2.50 per share.
350,000 shares are issuable to Mr. Roach as a result of the vesting of
stock options granted under the Option Plan. Such options have an
exercise price of $2.50 per share.
Mr. Roach currently owns beneficially 374,012 shares of Common Stock,
which includes 24,012 shares owned of record and 350,000 shares
issuable upon exercise of options to purchase shares of the Issuer's
Common Stock.
On April 13, 1995, the Board of Directors of the Company approved a
two-for-one split of the Company's Common Stock effected in the
form of a stock dividend. This (i) increased the number of shares
covered by each option by 100% and reduced the exercise price per
share by 50% and (ii) increased the number of shares already owned by
stockholders of record by 100%. All share amounts reported in this
Schedule 13D filing reflect the results of the stock split.
Item 4. PURPOSE OF TRANSACTION.
Mr. Roach has no current plans or proposals relating to any matter set
forth under Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table sets forth information regarding the
aggregate number of shares and percentage of the outstanding
shares of Common Stock of the Issuer beneficially owned by
Mr. Roach as of November 7, 1995:
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<TABLE>
<CAPTION>
Name of Beneficial Shares Owned Percentage of Shares
Owner Beneficially Outstanding
- ------------------ ------------ ---------------------
<S> <C> <C>
John D. Roach 374,012(i) 4.2%
</TABLE>
(i) Includes 24,012 shares owned of record by Mr. Roach and
350,000 shares issuable to Mr. Roach upon exercise of
options to purchase shares of the Issuer's Common
Stock. Such options are currently exercisable.
(b) Mr. Roach has the sole power to vote and to dispose of 24,012
shares owned of record by him and sole power (upon exercise) to
vote and dispose of 350,000 shares issuable upon exercise of
options owned directly by him.
(c) During the past sixty (60) days, Mr. Roach sold 34,000 shares on
the open market as follows:
<TABLE>
<CAPTION>
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DATE OF SALE NO. OF SHARES SOLD PRICE PER SHARE
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<S> <C> <C>
10/24/95 4,000 $25.00
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10/24/95 2,500 $25.125
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11/2/95 5,000 $24.00
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11/2/95 5,000 $24.125
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11/3/95 17,500 $25.25
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</TABLE>
(d) To the best knowledge of Mr. Roach, no other person has the right
to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock beneficially
owned by him.
(e) August 8, 1995.
Page 5 of 6
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None, except Mr. Roach is party to standard option agreements
with the Issuer relating to stock options granted to him.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 8, 1995
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Signature: /s/ John D. Roach
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John D. Roach
Name/Title: Chairman & Chief Executive Officer
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