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
Date of Report (Date of earliest event reported): April 30, 1998.
OWENS CORNING
(Exact name of registrant as specified in its charter)
Delaware 1-3660 34-4323452
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Owens Corning Parkway 43659
Toledo, Ohio (Zip Code)
(Address of principal executive offices)
(419) 248-8000
(Registrant's telephone number, including area code)
Item 5. Other Events.
Owens Corning, a Delaware corporation (the "Company"), has registered
Debt Securities ("Debt Securities") pursuant to Registration Statement No. 333-
47961. The Debt Securities were registered on Form S-3 to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933. The Company has created two series of Debt Securities for issuance under
an Indenture dated as of May 5, 1997, between the Company and The Bank of New
York (the "Indenture") in the aggregate principal amount of $550,000,000. Such
series have been designated as the Company's 7.5% Notes due May 1, 2005 (the
"2005 Notes") and 7.7% Notes due May 1, 2008 (the "2008 Notes" and, together
with the 2005 Notes, the "Notes"). The $300,000,000 of 2005 Notes will be
represented by two Global Securities, one in the aggregate principal amount of
$200,000,000 and one in the aggregate principal amount of $100,000,000 (the
"2005 Global Securities") and the $250,000,000 of 2008 Notes will be represented
by two Global Securities one in the aggregate of principal amount of
$200,000,000 and one in the aggregate principal amount of $50,000,000 (the "2008
Global Securities" and, together with the 2005 Global Security, the "Global
Securities") except that in certain circumstances as provided in such Indenture,
the Global Securities will be exchanged for Notes in definitive form. Copies of
the forms of specimen Global Securities are being filed as exhibits to this
report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
EXHIBITS
Designation Description Method of Filing
- -------------- ------------------------------- -----------------------
Exhibit 1.1 Form of Underwriting Filed with this Report
Agreement dated April 30,
1998.
Exhibit 4.1 Form of specimen Global Filed with this Report.
Security related to Owens
Corning's 7.5% Notes due
May 1, 2005.
Exhibit 4.2 Form of specimen Global Filed with this Report.
Security relating to Owens
Corning's 7.7% Notes due
May 1, 2008.
Exhibit 5.1 Opinion of Shearman & Filed with this Report.
Sterling.
Exhibit 23.1 Consent of Shearman & Filed with this Report.
Sterling is contained in their
opinion set forth in Exhibit
5.1.
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
Registrant
By: /s/ Domenico Cecere
Domenico Cecere
Senior Vice President and
Chief Financial Officer
Dated: April 30, 1998
EXHIBIT INDEX
Designation Description
- -------------- ----------------------------------------
Exhibit 1.1 Form of Underwriting Agreement dated
April 30, 1998.
Exhibit 4.1 Form of specimen Global Security
related to Owens Corning's 7.5% Notes
due May 1, 2005.
Exhibit 4.2 Form of specimen Global Security
relating to Owens Corning's 7.7%
Notes due May 1, 2008.
Exhibit 5.1 Opinion of Shearman & Sterling.
Exhibit 23.1 Consent of Shearman & Sterling is
contained in their opinion set forth in
Exhibit 5.1.