-----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, Tekf90OmWIHuQQ5c5VWxlQzshzD407JZqWUJZ8Gua04TGzbU7g7qi1LNyHioYLoI 0A3OykurJ5ACkrzyVKokNg== 0000947871-99-000107.txt : 19990319 0000947871-99-000107.hdr.sgml : 19990319 ACCESSION NUMBER: 0000947871-99-000107 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OWENS CORNING CENTRAL INDEX KEY: 0000075234 STANDARD INDUSTRIAL CLASSIFICATION: 3290 IRS NUMBER: 344323452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-74477 FILM NUMBER: 99566251 BUSINESS ADDRESS: STREET 1: OWENS CORNING WORLD HEADQUARTERS STREET 2: ONE OWENS CORNING PKWY CITY: TOLEDO STATE: OH ZIP: 43659 BUSINESS PHONE: 4192488000 MAIL ADDRESS: STREET 1: OWENS CORNING WORLD HEADQUARTERS STREET 2: ONE OWENS CORNING PARKWAY CITY: TOLEDO STATE: OH ZIP: 43659 FORMER COMPANY: FORMER CONFORMED NAME: OWENS CORNING FIBERGLAS CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OWENS CORNING CAPITAL III CENTRAL INDEX KEY: 0001037071 STANDARD INDUSTRIAL CLASSIFICATION: 3290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-74477-01 FILM NUMBER: 99566252 BUSINESS ADDRESS: STREET 1: C/O OWENS CORNING STREET 2: OWENS CORNING WORLD HEADQUARTERS CITY: TOLEDO STATE: OH ZIP: 43659 BUSINESS PHONE: 4192488000 MAIL ADDRESS: STREET 1: OWENS CORNING WORLD HEADQUARTERS STREET 2: ONE OWENS CORNING PARKWAY CITY: TOLEDO STATE: OH ZIP: 43659 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OWENS CORNING CAPITAL II CENTRAL INDEX KEY: 0001037072 STANDARD INDUSTRIAL CLASSIFICATION: 3290 IRS NUMBER: 316560375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-74477-02 FILM NUMBER: 99566253 BUSINESS ADDRESS: STREET 1: C/O OWENS CORNING STREET 2: OWENS CORNING WORLD HEADQUARTERS CITY: TOLEDO STATE: OH ZIP: 43659 BUSINESS PHONE: 4192488000 MAIL ADDRESS: STREET 1: OWENS CORNING WORLD HEADQUARTERS STREET 2: ONE OWENS CORNING PARKWAY CITY: TOLEDO STATE: OH ZIP: 43659 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on March 16, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- OWENS CORNING OWENS CORNING (Exact name of Registrant CAPITAL II as specified in its charter) OWENS CORNING CAPITAL III (Exact name of Registrant as specified in its certificate of trust) Delaware Delaware (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 34-4323452 31-6560375 31-6560379 (I.R.S Employer (I.R.S. Employer Identification No.) Identification No.) One Owens Corning Parkway c/o OWENS CORNING Toledo, Ohio 43659 One Owens Corning Parkway (419) 248-8000 Toledo, Ohio 43659 (Address, including zip code, (419) 248-8000 and telephone number, including area (Address, including zip code, and code, of principal executive offices) telephone number, including area code, of principal executive offices) Maura J. Abeln, Esq. Senior Vice President, General Counsel and Secretary Owens Corning One Owens Corning Parkway Toledo, Ohio 43659 (419) 248-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service of Registrant) ---------- Please send copies of all communications to: Danielle Carbone, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 ---------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act") other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.|_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333-24501 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| ---------------------
=================================================================================================================== Proposed Proposed maximum offering maximum Title of each class of Amount to be price aggregate Amount of Securities to be Registered Registered per unit offering price Registration Fee - - ------------------------------------------------------------------------------------------------------------------- Debt Securities $10,000,000 100 % $10,000,000 $2,780 ===================================================================================================================
This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-3 filed by Owens Corning with the Securities and Exchange Commission (File No. 333-24501) pursuant to the Securities Act of 1933, as amended, and declared effective on May 1, 1997 is incorporated by reference into this Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits and Financial Statement Schedules All exhibits with or incorporated by reference in Registration Statement No. 333-24501 are incorporated by reference into, and shall be deemed part of, this registration statement, except for the following, which are filed herewith. Exhibit No. Description --- ----------- 5.1 Opinion of Shearman & Sterling as to the legality of the Notes 23.1 Consent of Arthur Anderson LLP, Independent Public Accountants 23.2 Consent of Shearman & Sterling (included in the opinion filed as Exhibit 5.1) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused the registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on March 16, 1999. OWENS CORNING BY: /s/ Michael I. Miller --------------------------------- Michael I. Miller Vice President and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- * Chairman of the Board, Chief March 16, 1999 - - --------------------------- Executive Officer and Director (Glen H. Hiner) (principal executive officer) /s/ J. Thurston Roach Senior Vice President and Chief March 16, 1999 - - --------------------------- Financial Officer (principal (J. Thurston Roach) financial officer) * Vice President and Controller March 16, 1999 - - --------------------------- (Steven J. Strobel) Director March 16, 1999 - - --------------------------- (Curtis H. Barnette) * Director March 16, 1999 - - --------------------------- (Norman P. Blake, Jr.) Director March 16, 1999 - - --------------------------- (Gaston Caperton) * Director March 16, 1999 - - --------------------------- (Leonard S. Coleman, Jr.) * Director March 16, 1999 - - --------------------------- (William W. Colville) * Director March 16, 1999 - - --------------------------- (John H. Dasburg) Signature Title Date --------- ----- ---- * Director March 16, 1999 - - --------------------------- (Landon Hilliard) * Director March 16, 1999 - - --------------------------- (Jon M. Huntsman, Jr.) * Director March 16, 1999 - - --------------------------- (Ann Iverson) * Director March 16, 1999 - - --------------------------- (W. Walker Lewis) * Director March 16, 1999 - - --------------------------- (Furman C. Moseley, Jr.) * Director March 16, 1999 - - --------------------------- (W. Ann Reynolds) *By /s/ Michael I. Miller ---------------------- Michael I. Miller Attorney-in-fact EXHIBIT INDEX Exhibit No. Description --- ----------- 5.1 Opinion of Shearman & Sterling as to the legality of the Notes 23.1 Consent of Arthur Anderson LLP, Independent Public Accountants 23.2 Consent of Shearman & Sterling (included in the opinion filed as Exhibit 5.1) EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 [LETTERHEAD OF SHEARMAN & STERLING] March 19, 1999 To the Board of Directors of Owens Corning Ladies and Gentlemen: We are acting as counsel for Owens Corning (the "Company") in connection with the Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on March 16, 1999, relating to the registration pursuant to Rule 462(b) of up to $10,000,000 aggregate principal amount of the Company's 7% Notes due 2009 (the "462(b) Notes"). The 462(b) Notes are to be issued with $240,000,000 of the Company's 7% Notes due 2009 (together with the 462(b) Notes, the "Notes") registered pursuant to the Company's Registration Statement on Form S-3 (No. 333-24501) which was declared effective on May 1, 1997. The Notes are being issued pursuant to an Indenture dated as of May 5, 1997 (the "Indenture") between the Company and The Bank of New York, trustee (the "Trustee"). We are familiar with the corporate proceedings of the Company to date with respect to the issuance and sale of the Notes, including resolutions of the Board of Directors of the Company authorizing the Indenture and the issuance, offering and sale of Debt Securities, including the Notes thereunder, and we have examined such corporate records of the Company and such other documents and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. Our opinion set forth below are limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other laws. Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Notes have been duly authorized and when authenticated by the Trustee in accordance with the Indenture, and delivered to and paid for by the underwriters pursuant to the Underwriting Agreement, dated March 16, 1999 among the Company and the underwriters named therein, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture, subject, as to enforcement, to (i) bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). We hereby consent to the use this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Opinions" in the Prospectus and "Validity of the Notes" in the Prospectus Supplement. In giving this consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the General Rules and Regulations promulgated thereunder. Very truly yours, /s/ Shearman & Sterling DC/LJ/EK/BT EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 25, 1999, included in Owens Corning's Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Toledo, Ohio March 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----