-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEjqsTvxuSxhAAGWSTsr6iKTjJxCrCKifo0GwO0S7XAM+jLwk95Mxq02an7CHaZo aj7OXq9pfRl6oeQ3plroQg== 0000075234-95-000005.txt : 19961212 0000075234-95-000005.hdr.sgml : 19961212 ACCESSION NUMBER: 0000075234-95-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950210 ITEM INFORMATION: Other events FILED AS OF DATE: 19950210 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OWENS CORNING FIBERGLAS CORP CENTRAL INDEX KEY: 0000075234 STANDARD INDUSTRIAL CLASSIFICATION: 3290 IRS NUMBER: 344323452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03660 FILM NUMBER: 95508524 BUSINESS ADDRESS: STREET 1: FIBERGLASS TOWER CITY: TOLEDO STATE: OH ZIP: 43659 BUSINESS PHONE: 4192488000 MAIL ADDRESS: STREET 1: FIBERGLASS TOWER CITY: TOLEDO STATE: OH ZIP: 43659 FORMER COMPANY: FORMER CONFORMED NAME: OWENS CORNING FIBERGLAS CORP DATE OF NAME CHANGE: 19920703 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 9, 1995 OWENS-CORNING FIBERGLAS CORPORATION A Delaware Corporation Commission File No. 1-3660 IRS Employer Identification No. 34-4323452 Fiberglas Tower, Toledo, Ohio 43659 Telephone No. (419) 248-8000 -1- ITEM 5. OTHER EVENTS On February 9, 1995, Owens-Corning Fiberglas Corporation announced its call for redemption of $50 million of bearer debentures, representing all of the bearer debentures included in the company's outstanding $172.5 million issue of 8% Convertible Junior Subordinated Debentures due 2005. The redemption date will be March 13, 1995. At the holder's option, bonds called for redemption are convertible into Owens-Corning common stock at a conversion price of $29.75 (33.613 shares of common stock per $1,000 principal amount of debentures) through the redemption date, at which time this option will expire. Bonds not converted will be redeemed at face value along with a 5.6% premium and approximately 1.6% accrued interest. As long as the price of Owens-Corning's common stock is greater than $31.90 ("cash equivalent price"), holders who convert will receive Owens-Corning common stock (plus cash for fractional shares) with a market value greater than the amount of cash that the holder would otherwise receive upon redemption. In total, the $50 million of bearer debentures are convertible into approximately 1.7 million new common shares, which are already reflected in the company's fully diluted earnings per share calculations. To fund any cash redemptions, the company has entered into an arrangement with an unaffiliated financial institution under which the company has the option to sell to such institution, at the cash equivalent price, any balance of the 1.7 million new shares not used for conversion. 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, hereunto duly authorized. OWENS-CORNING FIBERGLAS CORPORATION Registrant Date February 10, 1995 By /s/ Domenico Cecere ------------------- ------------------------------------ Domenico Cecere Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----