UNITED STATES
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):
November 1, 2004 (October 28, 2004)
OWENS CORNING
(Exact name of Registrant as specified in its charter)
DELAWARE 1-3660 34-4323452
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
ONE OWENS CORNING PARKWAY, TOLEDO, OHIO 43659
(Address of principal executive offices, including zip code)
419-248-8000
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
and
ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT - SUBSECTION 2.03(A)
On October 28, 2004, the United States Bankruptcy Court entered an order
approving the entering by Owens Corning (the "Company") into a second
amendment to the Company's existing Post-Petition Credit Agreement dated as of
December 8, 2000, as previously amended by amendment No. 1 thereto approved by
a Bankruptcy Court Order dated as of October 28, 2002 (the "Post-Petition
Credit Agreement" and the second amendment thereto described herein, the
"Second Amendment"). The existing Post-Petition Credit Agreement was
previously filed as Exhibit (4) to the Company's annual report on Form 10-K
(File No. 1-3660) for the year ended December 31, 2000 and amendment No. 1
thereto was previously filed as Exhibit (4) to the Company's annual report on
Form 10-K (File No. 1-3660) for the year ended December 31, 2002. The Second
Amendment is dated September 20, 2004, the date as of which the Second
Amendment was first tendered for signature by the several parties thereto.
Effectiveness of the Second Amendment was expressly subject to various
conditions, including, among other things, the Bankruptcy Court entering a
Second Amended Final Order approving the Post-Petition Credit Agreement as
amended by the Second Amendment in the form attached as Exhibit 4 to this
Form 8-K, as well as the satisfaction of certain specified closing conditions
customary for agreements of this type.
The Second Amendment, among other things, extends the term of the
Post-Petition Credit Agreement, adds new lenders and reallocates the revolving
loan commitments among the lenders, and effects certain changes to the
financial tests and provisions to which the Company is subject under the
Post-Petition Credit Agreement. The following description of key terms of the
Second Amendment is intended as a summary only and is subject to, and is
qualified by, the terms of the Second Amendment, which is filed as Exhibit
4 to this Form 8-K. Capitalized terms used in this Form 8-K but not defined
shall have the meanings ascribed to them in the Post-Petition Credit Agreement.
The key terms of the Second Amendment are as follows:
(a) The termination date of the Post-Petition Credit Agreement is
extended from November 15, 2004 to November 15, 2006.
(b) Merrill Lynch Bank USA and Deutsche Bank Securities, Inc. are
appointed "co-documentation agents," Citigroup Global Markets,
Inc.("CGMI") and Bank of America ("BofA") are appointed "joint
arrangers" and CGMI is appointed "syndication agent." BofA remains
the Agent.
2
(c) Schedule 1.1 is modified to reallocate commitments from BofA's
previous 100% commitment of up to $250 million. The new lenders (the
"New Lenders") and their respective commitments are as follows:
Lender Revolving Loan Commitment Pro Rata Share
Bank of America, N.A. $75 million 30%
Citicorp USA, Inc. $75 million 30%
Deutsche Bank Trust Company Americas $50 million 20%
Merrill Lynch Bank USA $50 million 20%
(d) Effective upon the entry of the Second Amended Final Order, the
New Lenders become "Lenders" under the Post-Petition Credit
Agreement, and the commitments of the Existing Lenders terminate.
(e) Section 1.5 (Bank Products) of the Post-Petition Credit
Agreement and the definition of "Bank Products" in Annex A of
the Post-Petition Credit Agreement are modified to clarify that
the Borrowers may obtain Bank Products from Lenders other than
BofA.
(f) The method by which the Unused Line Fee is calculated pursuant
to Section 2.5 (Unused Line Fee) of the Post-Petition Credit
Agreement is modified to permit an upward or downward
adjustment of such fee, as further described in Section 2.3 of
the Second Amendment.
(g) Section 7.4(b) (Inspection of Property) of the Post-Petition
Credit Agreement is modified to provide that certain
inspections (e.g., of the Borrowers' properties, their
corporate, financial and operating records, etc.) are to be
permitted "[u]nless the Borrowers have in excess of
$200,000,000 of unrestricted cash, no Revolving Loans are
outstanding and no Event of Default has occurred and is
continuing."
(h) Subsection (d) of Section 8.2 (Conditions Precedent to Each
Loan) of the Post-Petition Credit Agreement is modified to
conform to the change made to 8.2(c) pursuant to the First
Amendment, whereby Loans are not available if any Bankruptcy
Case shall have been dismissed or converted to a proceeding
under chapter 7 of the Bankruptcy Code, if any Borrower
3
has filed an application seeking to convert any Bankruptcy Case
from a proceeding under chapter 11 of the Bankruptcy Code to a
proceeding under chapter 7 of the Bankruptcy Code, or any
trustee under chapter 7 or chapter 11 of the Bankruptcy Code
shall have been appointed in any of the Bankruptcy Cases (with
limited exceptions).
(i) Subsection (a) of Section 11.1 (Amendments and Waivers) of the
Post-Petition Credit Agreement is modified to add to the list
of waivers for which approval is required by all Lenders the
following: "consent to new Liens (other than Permitted Liens)
and/or claims with priority in payment over the Obligations
(other than the Carve Out) in excess of $200,000,000 in the
aggregate or change the definition of 'Permitted Liens.'"
(j) Section 12.11, which was previously intentionally omitted from
the Post-Petition Credit Agreement, is modified to provide that
"[a]nything herein to the contrary notwithstanding, none of the
Arrangers or Documentation Agents listed herein or on the cover
page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Agent, a Lender or the
Letter of Credit issuer hereunder."
(k) Section 13.7 of the Post-Petition Credit Agreement and the
definition of "Attorney Costs" in Annex A to the Post-Petition
Credit Agreement is modified to provide for the payment of the
reasonable fees and expenses incurred by any law firm or other
counsel engaged by the New Lenders after a conversion of any of
the Borrowers' chapter 11 cases to a chapter 7 case.
(l) The definition of "Applicable Margin" in Annex A to the
Post-Petition Agreement is modified to provide (under certain
average daily exposure thresholds) a more favorable interest
rate on LIBOR Rate Loans to the Borrowers.
(m) As further described in the Second Amendment, the definition of
"Restricted Investment" in Annex A to the Post-Petition Credit
Agreement is modified to increase the amount of the "catch-all"
exception from $120 million to $170 million.
(n) The Second Amendment requires the Borrowers to pay to the Agent
an amendment fee of $375,000.
4
A copy of the Second Amendment is filed as Exhibit 4 to, and is
incorporated into and made a part of, this report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following material is filed as an exhibit to this current report on
Form 8-K:
Exhibit
Number Document Description
- ------------ --------------------
(4) Instruments Defining the Rights of Security
Holders, Including Indentures.
Second Amendment To Post-Petition Credit Agreement,
dated as of September 20, 2004 by and among
Owens Corning, Bank of America, N.A., as Agent,
and the Old Lenders and New Lenders (each as
defined therein) signatory thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Owens
Corning has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OWENS CORNING
Date: November 1, 2004 By: /s/ Stephen K. Krull
----------------------------
Stephen K. Krull
Senior Vice President,
General Counsel and Secretary
6
EXHIBIT INDEX
Exhibit
Number Document Description
- ------------ --------------------
(4) Instruments Defining the Rights of Security
Holders, Including Indentures.
Second Amendment To Post-Petition Credit Agreement,
dated as of September 20, 2004 by and among
Owens Corning, Bank of America, N.A., as Agent,
and the Old Lenders and New Lenders (each as
defined therein) signatory thereto.
7