FALCON BUILDING PRODUCTS INC
8-K, 1996-05-16
INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFING EQUIP
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<PAGE>
                                        
                                    FORM 8-K
                                        
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                        
          Date of Report (Date of Earliest Event Reported) May 10, 1996
                                        
                                        
                CURRENT REPORT PURSUANT TO SECTION 13 or 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                        
                                        
                         Commission file number: 1-13418
                                        
                                        
                         FALCON BUILDING PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                        
                                       
                  DELAWARE                               36-3931893
         (State or Other Jurisdiction of              (I.R.S. Employer
         Incorporation or Organization)              Identification No.)
                                        
                                        
                            TWO NORTH RIVERSIDE PLAZA
                             CHICAGO, ILLINOIS 60606
                     (Address of Principal Executive Office)
                                        
                                 (312) 906-9700
                                        
              (Registrant's telephone number, including area code)
                                        
                                        
                                 NOT APPLICABLE
   (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                     REPORT)
                                        
<PAGE>
                                        
ITEM 5.  OTHER EVENTS

On May 10, 1996, Falcon Building Products, Inc. rescheduled its annual meeting
of shareholders due to the conversion of its Class B common stock to Class A
common stock.

The press release announcing the above is attached as an exhibit hereto.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

        99.1  Press release issued by Falcon Building Products, Inc. on
              May 10, 1996.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   FALCON BUILDING PRODUCTS, INC.



                                   By:  /s/  Sam A. Cottone
                                        -------------------
                                        Sam A. Cottone
                                        Senior Vice President and
                                        Chief Financial Officer



Dated:  May 16, 1996


 
                                                                  EXHIBIT 99.1
                                                                             
                                                                             
CONTACT:  GUS J. ATHAS
          (312) 906-6860                                 FOR IMMEDIATE RELEASE


                         FALCON BUILDING PRODUCTS -
                    1996 ANNUAL MEETING TO BE RESCHEDULED

                                      
CHICAGO, May 10, 1996 - Falcon Building Products, Inc. (NYSE:FB) announced

that its annual meeting of shareholders, previously set for May 16, 1996,

will be re-scheduled as a result of all of its Class B common stock being

converted into Class A stock.  Shareholders will receive revised proxy

materials reflecting this development.


Prior to the conversion, the Company had Class A stock which was owned by the

public and Class B stock which was owned by Eagle Industries, Inc. ("Eagle"),

an affiliate of Samuel Zell.  As a result of the transfer of the Class B

shares from Eagle to another affiliate of Mr. Zell, the Class B shares were

automatically converted into Class A shares pursuant to provisions in the

Company's charter.  Mr. Zell indicated that he continued to support the

Company and its strategic direction and that this transfer is not indicative

of any change in his investment intentions.


Headquartered in Chicago, Falcon Building Products is a leading North

American manufacturer and supplier of highly engineered building products

serving residential, light commercial and consumer markets.





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