UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2017
Owens Corning
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-33100 | 43-2109021 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| One Owens Corning Parkway | ||
| Toledo, Ohio | 43659 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(419)248-8000 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
| ||
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On June 27, 2017, Owens Corning (the “Company”) announced that it has received all regulatory clearances and completed its acquisition of the Pittsburgh Corning Corporation and Pittsburgh Corning Europe NV (together, “Pittsburgh Corning”). The Company paid an aggregate purchase price of approximately $560 million in cash, on a cash free and debt free basis, to acquire Pittsburgh Corning.
A copy of the press release announcing the closing of the acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated June 27, 2017. | |
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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
| ||||
| June 27, 2017 | By: | /s/ Ava Harter | ||
Ava Harter Senior Vice President, General Counsel and Secretary | ||||
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Exhibit Index
| Exhibit Number | Description | |
| 99.1 | Press Release, dated June 27, 2017. |
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