-----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, UEaJlpnUofGWrHijOj+R07/v+rK4ItvDjK0jPdcpoJSmoTaOB3EfcjxpJF09Jzjz uwB5JD4MFQJsvbE6YI94cQ== 0000950131-97-004224.txt : 19970701 0000950131-97-004224.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950131-97-004224 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970630 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIBREBOARD CORP /DE CENTRAL INDEX KEY: 0000833053 STANDARD INDUSTRIAL CLASSIFICATION: SAWMILLS, PLANNING MILLS, GENERAL [2421] IRS NUMBER: 940751580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39849 FILM NUMBER: 97632948 BUSINESS ADDRESS: STREET 1: 2200 ROSS AVE STE 3600 STREET 2: TEXAS COMMERCE TOWER CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 5102740700 MAIL ADDRESS: STREET 1: 2121 N CALIFORNIA BLVD STREET 2: SUITE 560 CITY: WALNUT CREEK STATE: CA ZIP: 94596 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OWENS CORNING CENTRAL INDEX KEY: 0000075234 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 344323452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A 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 SC 14D1/A 1 AMENDMENT #2 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2*) ---------------- FIBREBOARD CORPORATION (NAME OF SUBJECT COMPANY) SIERRA CORP. A WHOLLY OWNED SUBSIDIARY OF OWENS CORNING (BIDDERS) COMMON STOCK, $.01 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 315712109 (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- CHRISTIAN L. CAMPBELL SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY OWENS CORNING ONE OWENS CORNING PARKWAY TOLEDO, OHIO 43659 (419) 248-8000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPY TO SIDLEY & AUSTIN ONE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS 60603 (312) 853-7000 ATTENTION: PAUL L. CHOI PRAN JHA *CONSTITUTING THE FINAL AMENDMENT TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Sierra Corp. (the "Offeror") and Owens Corning ("Parent") hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 (the "Statement"), originally filed on May 30, 1997, as amended by Amendment No. 1 thereto, with respect to their offer to purchase all outstanding shares of common stock, par value $.01 per share, of Fibreboard Corporation, a Delaware corporation (the "Company"), including the associated preferred stock purchase rights issued pursuant to the Rights Agreement dated as of August 25, 1988, as amended, between the Company and The First National Bank of Boston, as successor rights agent (collectively, the "Shares"), as set forth in this Amendment No. 2. Capitalized terms not defined herein have the meanings assigned thereto in the Statement. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. At 12:00 Midnight, New York City time, on June 26, 1997, the Offer expired. On June 27, 1997, the Offeror accepted for payment a total of 7,836,655 Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer. The 7,836,655 Shares accepted for payment by the Offeror represent approximately 92.3% of the Shares outstanding on June 26, 1997. The press release issued by Parent on June 27, 1997 is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. The press release issued by Parent on June 27, 1997 is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Press Release issued by Parent on June 27, 1997. 2 SIGNATURE After due 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. Dated: June 30, 1997 Owens Corning /s/ Christian L. Campbell By: ----------------------------------- Name: Christian L. Campbell Title: Senior Vice President, General Counsel and Secretary Sierra Corp. /s/ Christian L. Campbell By: ----------------------------------- Name: Christian L. Campbell Title: President 3 EXHIBIT INDEX
EXHIBIT NO. EXHIBIT ------- ------- (a)(11) Press Release issued by Parent on June 27, 1997.
4 EX-99 2 EXHIBIT (A)(11)--PRESS RELEASE DATED 6/27/97 EXHIBIT (a)(11) OWENS CORNING WORLD HEADQUARTERS ONE OWENS CORNING PARKWAY TOLEDO, OHIO 43659 419.248.8000 NEWS [LOGO OF OWENS CORNING] - -------------------------------------------------------------------------------- Contact: William K. Hamilton Rhonda L. Brooks Media Relations Investor Relations 419/248-6190 419/248-8485 Owens Corning Announces the Acceptance of Fibreboard Shares in Tender Offer TOLEDO, Ohio; June 27, 1997 -- Owens Corning (NYSE/TSE:OWC) today announced it has accepted shares tendered pursuant to its tender offer for all outstanding shares of common stock of Fibreboard Corporation (AMEX:FBD). Owens Corning has been advised by The Bank of New York, the depositary for the offer, that as of midnight Eastern Daylight Time, on Thursday, June 26, 1997, approximately 7,836,655 shares of Fibreboard common stock (in excess of 92 percent of the outstanding shares) had been validly tendered and not withdrawn. "We are pleased to accept the shares tendered to us at this time and look forward to finalizing the partnership between Fibreboard and Owens Corning," said Glen H. Hiner, Owens Corning chairman and chief executive officer. The tendered shares will be purchased by an Owens Corning subsidiary. It is expected that such subsidiary will be merged into Fibreboard, with each share of Fibreboard not tendered being converted into the right to receive $55.00 in cash. The merger is expected to be effective in early July. Headquartered in Toledo, Ohio, Owens Corning is a world leader in high performance glass fiber composites and building materials with sales in 1996 of $3.8 billion. The company employs 19,000 people in more than 30 countries. The company's internet website can be found at http://www.owenscorning.com. Headquartered in Dallas, Texas, Fibreboard is a leading producer and distributor of vinyl siding and other residential and industrial building materials. Sales in 1996 were $469 million. On a pro-forma basis - assuming Fibreboard's 1997 acquisitions had been completed on January 1, 1997 - Fibreboard's sales this year would be expected to be close to $800 million. Fibreboard employs 3,400 people and operates a total of 21 manufacturing plants in the United States and Canada. Merrill Lynch & Co. served as financial advisor to Owens Corning and acted as dealer manager in the tender offer. ### -----END PRIVACY-ENHANCED MESSAGE-----