Fibreboard Corp/DE – ‘8-A12B/A’ on 6/2/97

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    Form 8-A/A                                             9     34K 

Document Table of Contents

8-A12B/A
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================================================================= 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549 

--------------------------------- 

FORM 8-A/A  

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
PURSUANT TO SECTION 12(b) OR 12(g) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

AMENDMENT NO. 3 

Fibreboard Corporation  
----------------------------------------------------------  
(Exact name of registrant as specified in its charter)

Delaware                                            94-0751580                  
----------------------------------------            -------------------         
(State of incorporation or organization)            (I.R.S. Employer            
                                           Identification No.)

2200 Ross Avenue, Suite 3600                                                    
Dallas, Texas                                       75201                       
----------------------------------------            --------------------        
(Address of principal executive offices)            (Zip Code)                  

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class                Name of each exchange on which     
to be so registered                each class is to be registered     
-------------------                ------------------------------     

Preferred Share Purchase Rights             American Stock Exchange             

Securities to be registered pursuant to Section 12(g) of the Act:               

None    
--------------------------------------- 
(Title of Class)

================================================================= 

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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.               

On May 27, 1997, Fibreboard Corporation (the "Company"), Owens Corning ("Owens  
Corning"), and Sierra Corp. ("Sierra"), entered into an Agreement and Plan of   
Merger, dated as of May 27, 1997 (the "Merger Agreement"), providing, among     
other things, for Sierra to make an offer (the "Offer") to acquire all          
outstanding shares of common stock, par value $.01 per share (the "Common       
Shares"), together with the associated Rights (as defined below) of the Company 
and for the subsequent Merger (the "Merger") of Sierra with and into the        
Company.                                                                        

On such date, in connection with the Merger Agreement, the Company executed     
Amendment No. 2 (the "Rights Amendment") to the Rights Agreement, dated as of   
August 25, 1988 and amended on February 11, 1994, between the Company and The   
First National Bank of Boston, as the successor Rights Agent (the "Rights       
Agent"). The Rights Amendment provides that, so long as the Merger Agreement has
not been terminated pursuant to the terms thereof, neither Owens Corning nor any
affiliates of Owens Corning shall be deemed to be an "Acquiring Person," and    
that no "Distribution Date" (as such terms are defined in the Rights Agreement) 
shall be deemed to have occurred, solely by reason of the execution, delivery or
performance of the Merger Agreement or the announcement, making or consummation 
of the Offer, the acquisition of Common Shares pursuant to the Offer or the     
Merger, the consummation of the Merger or any other transactions contemplated by
the Merger Agreement.                                                           

In addition, the Rights Amendment provides that the Rights are exercisable at or
prior to the earliest of (i) the close of business on February 11, 2004, (ii)   
the time at which the Rights are redeemed as provided in Section 23 of the      
Rights Agreement, (iii) the time at which the Rights are exchanged as provided  
in Section 24 of the Rights Agreement or (iv) immediately prior to the Effective
Time of the Merger (as defined in the Merger Agreement). A summary of the Rights
as amended follows.                                                             

SUMMARY OF RIGHTS 

        On August 25, 1988, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
then outstanding.  The dividend was payable on September 9, 1988 (the "Record   
Date") to the stockholders of record on that date.  Each Right entitles the     
registered holder to purchase from the Company one two-hundredth of a share of  
Series A Junior Participating Preferred Stock, par value $.01 per share (the    
"Preferred Shares"), of the Company at a price of $53.00 per one two-hundredth  
of a Preferred Share (the "Purchase Price"), subject to adjustment.  The        
description and terms of the Rights are set forth in the Rights Agreement.      

          Until the earlier to occur of (i) the tenth day after the first public
announcement that a person or group of affiliated or associated persons have    
become an Acquiring Person (as such term is defined below) or (ii) the tenth    
business day (or such later date as may be determined by action of the Board    

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of Directors prior to such time as any Person becomes an Acquiring Person)      
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in a person or   
group becoming an Acquiring Person (the earlier of such dates being called the  
"Distribution Date"), the Rights will be evidenced by the certificates for      
Common Shares. The term "Acquiring Person" is defined for purposes of the Rights
Agreement as any person or group of affiliated or associated persons who        
beneficially own 15% or more of the Common Shares of the Company then           
outstanding, subject to certain exceptions specified in the Rights Agreement.   
Notwithstanding the foregoing, so long as the Merger Agreement has not been     
terminated pursuant to the terms thereof, neither Owens Corning nor any         
affiliates of Owens Corning shall be deemed to be an "Acquiring Person," and no 
"Distribution Date" shall be deemed to have occurred solely by reason of the    
execution, delivery or performance of the Merger Agreement or the announcement, 
making or consummation of the Offer, the acquisition of Common Shares pursuant  
to the Offer or the Merger, the consummation of the Merger or any other         
transactions contemplated by the Merger Agreement.                              

        The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares.  Until the     
Distribution Date (or earlier redemption or expiration of the Rights), new      
Common Share certificates issued after the Record Date, upon transfer or new    
issuance of Common Shares, will contain a notation incorporating the Rights     
Agreement by reference.  Until the Distribution Date (or earlier redemption or  
expiration of the Rights), the surrender for transfer of any certificates for   
Common Shares outstanding as of the Record Date will also constitute the        
transfer of the Rights associated with the Common Shares represented by such    
certificate.  As soon as practicable following the Distribution Date, separate  
certificates evidencing the Rights ("Right Certificates") will be mailed to     
holders of record of the Common Shares as of the close of business on the       
Distribution Date and such separate Right Certificates alone will evidence the  
Rights.                                                                         

          The Rights are not exercisable until the Distribution Date. The Rights
will expire at the earliest of the close of business on February 11, 2004 (the  
"Final Expiration Date") and immediately prior to the Effective Time of the     
Merger (as such term is defined in the Merger Agreement), unless the Final      
Expiration Date is extended or unless the Rights are earlier redeemed by the    
Company, (in each case as described below).                                     

     The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject  
to adjustment from time to time to prevent dilution (i) in the event of a stock 
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of               

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certain rights or warrants to subscribe for or purchase Preferred Shares at a   
price, or securities convertible into Preferred Shares with a conversion price, 
less than the then current market price of the Preferred Shares or (iii) upon   
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or    
retained earnings or dividends payable in Preferred Shares) or of subscription  
rights or warrants (other than those referred to above).                        

         The number of outstanding Rights and the number of one two-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to   
adjustment in the event of a stock split of the Common Shares or a stock        
dividend on the Common Shares payable in Common Shares or subdivisions,         
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.                                                 

        Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each Preferred Share will be entitled to a minimum preferential    
quarterly dividend payment of $1 per share but will be entitled to an aggregate 
dividend of 100 times the dividend declared per Common Share.  In the event of  
liquidation, the holders of the Preferred Shares will be entitled to a minimum  
preferential liquidation payment of $100 per share but will be entitled to an   
aggregate payment of 100 times the payment made per Common Share.  Each         
Preferred Share will have 100 votes, voting together with the Common Shares.    
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive   
100 times the amount received per Common Share.  These rights are protected by  
customary antidilution provisions.                                              

        Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one two-hundredth interest in a Preferred   
Share purchasable upon exercise of each Right should approximate the value of   
one Common Share.                                                               

     In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person each holder of a Right, other than Rights   
beneficially owned by the Acquiring Person (which become void), will thereafter 
have the right to receive upon exercise that number of Common Shares (or, in    
certain circumstances, cash, other securities or property) having a market value
of two times the Purchase Price of the Right (such right, a "flip-in" right).   

         In the event that after the time any person or group of affiliated or
associated persons becomes an Acquiring Person, (i) the Company merges with or  
into another person, (ii) any person consolidates or merges with or into the    
Company and the Common Shares are changed into or exchanged for securities of   
another                                                                         

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person (or the Company) or cash or other property, or (iii) the Company sells or
transfers assets or earning power aggregating 50% or more of the assets or      
earning power of the Company and its subsidiaries taken as a whole, then proper 
provision will be made so that each holder of a Right, other than Rights that   
have become void, shall have the right to receive upon exercise that number of  
common shares of the Principal Party (as defined below) to such consolidation,  
merger, sale or transfer having a market value equal to two times the Purchase  
Price (such right, a "flip-over" right).  The "Principal Party" is defined for  
purposes of the Rights Agreement as (i) in the case of a merger or              
consolidation, the person that is the issuer of the shares into which Common    
Shares are converted or, if no shares are so issued, the other party to such    
transaction or the survivor of such merger or the person resulting from such    
consolidation, and (ii) in the case of a sale of assets or earning power, the   
person receiving the greatest portion of such assets; provided, however, that if
more than one person issues such shares, is a survivor in such merger or        
receives such assets, the "Principal Party" shall be the issuer, survivor or    
recipient of the common shares of which have the greatest aggregate market      
value, or in the case of a sale of assets or earning power, the recipient of the
greatest portion of the assets or earning power transferred pursuant to such    
transaction, in each case, subject to certain exceptions.                       

   At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person 
or group of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by such person  
or group, which become void), in whole or in part, at an exchange ratio of one  
Common Share, or one two-hundredth of a Preferred Share (or of a share of a     
class or series of the Company's preferred stock having equivalent rights,      
preferences and privileges), per Right (subject to adjustment).                 

        With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in   
such Purchase Price.  No fractional Preferred Shares will be issued (other than 
fractions which are integral multiples of one two-hundredth of a Preferred      
Share, which may, at the election of the Company, be evidenced by depositary    
receipts) and, in lieu thereof, an adjustment in cash will be made based on the 
market price of the Preferred Shares on the last trading day prior to the date  
of exercise.                                                                    

    At any time prior to the time a person or group of affiliated or
associated persons becomes an Acquiring Person, the Board of Directors of the   
Company may redeem the Rights in whole, but not in part, at a price of $.01 per 
Right (the "Redemption Price").  The redemption of the Rights may be made       
effective at such time on such basis and with such conditions as the Board of   
Directors in its sole discretion may establish.  Immediately upon any redemption
of the Rights, the right to exercise the Rights                                 

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will terminate and the only right of the holders of Rights will be to receive   
the Redemption Price.                                                           

       The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, except that, from 
and after such time as any person or group becomes an Acquiring Person, no such 
amendment may adversely affect the interests of the holders of the Rights.      

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.                                                

         The Rights have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company  
on terms not approved by the Company's Board of Directors.  The Rights should   
not interfere with any merger or other business combination approved by the     
Board of Directors since the Rights may be redeemed by the Company at the       
Redemption Price prior to the time that a person or group becomes an Acquiring  
Person.                                                                         

      A copy of the Rights Agreement has been filed as an Exhibit to the
Company's Registration Statement on Form 8-A.  This summary description of the  
rights does not purport to be complete and is qualified in its entirety by      
reference to the Rights Agreement, which is incorporated in this summary        
description by reference.  All capitalized terms not defined herein shall have  
the meanings ascribed to them in the Rights Agreement, as amended.              

ITEM 2.   EXHIBITS.                                                             

     1.   Rights Agreement, dated as of August 25, 1988, between the Company and
  Bank of America N.T. & S.A., which includes the Certificate of
         Designations for the Series A Junior Participating Preferred Stock as
         Exhibit A, the form of Right Certificate as Exhibit B and the Summary
         of Rights to Purchase Preferred Shares as Exhibit C.  Pursuant to the
          Rights Agreement, printed Rights Certificates will not be mailed until
          as soon as practicable after the earlier of the tenth day after public
         announcement that a person or group has acquired beneficial ownership
          of 15% or more of the Common Shares or the tenth business day (or such
        later date as may be determined by action of the Board of Directors)
       after a person commences, or announces its intention to commence, a
         tender offer or exchange offer the consummation of which would result
          in the beneficial ownership by a person or group of 15% or more of the
Common Shares.  (Incorporated by reference to Exhibit 1     

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          to the Company's Registration Statement on Form 8-A filed on September
1, 1988).                                                   

  2.   Amendment No. 1 to Rights Agreement, dated as of February 11, 1994,
between the Company and The First National Bank of Boston.  
         (Incorporated by reference to Exhibit 2 to the Company's Registration
Statement on Form 8-A/A filed on February 15, 1994).        

     3.   Amendment No. 2 to Rights Agreement, dated as of May 27, 1997, between
       the Company and The First National Bank of Boston. (Incorporated by
          reference to Exhibit 3 to the Company's Registration Statement on Form
8-A/A filed on May 29, 1997).                               

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SIGNATURE 

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the registration  
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized.                                                                     

              FIBREBOARD CORPORATION

DATED:  May 30, 1997                By: /s/ Donald F. McAleenan                 
                          --------------------------
                           Name:   Donald F. McAleenan
                                 Title:  Vice President and Deputy
                               General Counsel

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EXHIBIT INDEX 

                                                                [Download Table]


Exhibit No.                Description              Page No.
-------------  -----------------------------------  --------
                                                            

     1         Rights Agreement, dated as of                
               August 25, 1988, between the                 
               Company and Bank of America N.T. &           
               S.A., which includes the                     
               Certificate of Designations for              
               the Series A Junior Participating            
               Preferred Stock as Exhibit A, the            
               form of Right Certificate as                 
               Exhibit B and the Summary of                 
               Rights to Purchase Preferred                 
               Shares as Exhibit C.  Pursuant to            
               the Rights Agreement, printed                
               Rights Certificates will not be              
               mailed until as soon as                      
               practicable after the earlier of             
               the tenth day after public                   
               announcement that a person or                
               group has acquired beneficial                
               ownership of 15% or more of the              
               Common Shares or the tenth                   
               business day (or such later date             
               as may be determined by action of            
               the Board of Directors) after a              
               person commences, or announces its           
               intention to commence, a tender              
               offer or exchange offer the                  
               consummation of which would result           
               in the beneficial ownership by a             
               person or group of 15% or more of            
               the Common Shares.  (Incorporated            
               by reference to Exhibit 1 to the             
               Company's Registration Statement             
               on Form 8-A filed on September 1,            
               1988).                                       

     2.        Amendment No. 1 to Rights Agreement,         
               dated as of February 11, 1994, between       
               the Company and The First National           
               Bank of Boston.  (Incorporated by            
               reference to Exhibit 2 to the Company's      
               Registration Statement on Form 8-A/A         
               filed on February 15, 1994).                 

     3         Amendment No. 2 to Rights                    
               Agreement, dated as of May 27,               
               1997, between the Company and The            
               First National Bank of Boston.               
               (Incorporated by reference to Exhibit        
               3 to the Company's Registration              
               Statement on Form 8-A/A filed on             
               May 29, 1997).                               

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-A12B/A’ Filing		Date		First		Last			Other Filings
		2/11/04		2		3
Filed on:		6/2/97
		5/30/97		8					SC 14D1,  SC 14D9
		5/29/97		7		9			8-A12B/A
		5/27/97		2		9
		2/15/94		7		9
		2/11/94		2		9
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