========================================================================== OWENS CORNING BANKRUPTCY NEWS Issue Number 1 -------------------------------------------------------------------------- Copyright 2000 (ISSN XXXX-XXXX) October 6, 2000 -------------------------------------------------------------------------- Bankruptcy Creditors' Service, Inc., Phone 609-392-0900 peter@bankrupt.com -------------------------------------------------------------------------- OWENS CORNING BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. Each issue is prepared by Peter A. Chapman, Editor. Subscription rate is US$45 per issue. Reproduction of OWENS CORNING BANKRUPTCY NEWS by any means is prohibited without the permission of the publisher. ========================================================================== IN THIS ISSUE ------------- [00001] BACKGROUND & DESCRIPTION OF OWENS CORNING [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 [00003] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING [00004] OWENS CORNING DEBTORS' CHAPTER 11 DATABASE [00005] LIST OF OWENS CORNING'S LARGEST UNSECURED CREDITORS [00006] COMPANY'S SUPPLEMENTAL POST-FILING STATEMENT & ANSWERS TO FAQs [00007] DEBTORS' MOTION TO HONOR PRE-PETITION WAGE & SALARY OBLIGATIONS KEY DATE CALENDAR ----------------- 10/05/00 Voluntary Petition Date 10/20/00 Deadline for filing Schedules of Assets and Liabilities 10/20/00 Deadline for filing Statement of Financial Affairs 10/20/00 Deadline for filing List of Leases and Executory Contracts 10/25/00 Deadline to provide Utility Companies with adequate assurance 11/14/00 Anticipated release of Company's 3rd Quarter Form 10-Q 12/04/00 Deadline to assume or reject leases and executory contracts 01/03/01 Deadline for removal of actions pursuant to F.R.B.P. 9027 02/02/01 Expiration of Debtors' Exclusive Period to propose a Plan 04/03/01 Expiration of Debtors' Exclusive Solicitation Period 10/04/02 Deadline for Debtors' Commencement of Avoidance Actions Organizational Meeting with UST to form Official Committees Bar Date for filing Proofs of Claim First Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) Expiration of DIP Financing Facility -------------------------------------------------------------------------- [00000] HOW TO ORDER A SUBSCRIPTION TO OWENS CORNING BANKRUPTCY NEWS -------------------------------------------------------------------------- OWENS CORNING BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is $45 per issue. Newsletters are delivered via e-mail; invoices, transmitted with each newsletter issue, arrive by fax. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. 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Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- -------------------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF OWENS CORNING -------------------------------------------------------------------------- Owens Corning Owens Corning World Headquarters One Owens Corning Parkway Toledo, Ohio 43659 (419) 248-8000 Fax (419) 248-5337 http://www.owenscorning.com People around the world recognize Owens Corning products and the Company's use of the Pink Panther cartoon character to pitch fiberglass insulation, roofing materials, vinyl windows and siding, patio doors, rain gutters and downspouts. Owens Corning (NYSE:OWC) is a global company serving consumers and industrial customers with building materials systems and composites systems. Building materials are used in residential remodeling and repair, commercial improvement, new residential and commercial construction, and other related markets. Composite materials are used in end-use markets such as building construction, automotive, telecommunications, marine, aerospace, energy, appliance, packaging and electronics. Many of the Company's products are marketed under registered trademarks, including FIBERGLAS and/or the color PINK. Approximately 80% of Owens Corning's sales are related to home improvement, non-residential markets, sales of composite materials and sales outside U.S. markets. Approximately 20% of the Company's sales are related to new U.S. residential construction. The Company operates in two reportable operating segments: Building Materials and Composite Materials. The Building Materials segment accounts for approximately 80% of the Company's total sales while Composite Materials accounted for 20% of total sales. BUILDING MATERIALS Accounting for roughly 80% of Annual Revenues The Building Materials segment operates primarily in North America and Europe. It also has a growing presence in Latin America and Asia Pacific. Building Materials sells a variety of building and home improvement products in three major categories: (i) glass fiber, foam and mineral wool insulation, (ii) roofing materials, and (iii) exterior products for the home, including vinyl and metal siding and accessories, vinyl windows and patio doors, rainware (consisting primarily of gutters and downspouts), cast stone building products and rebranded housewrap. The businesses responsible for these products and markets include: Insulating Systems, Roofing Systems, Exterior Systems, System Thinking Sales and Distribution and International Building Materials Systems. Owens Corning is the industry leader in the vinyl siding market after its 1997 acquisitions of Fibreboard Corporation and AmeriMark Building Products, Inc. Almost all siding is sold through distribution, mostly specialty distributors who cater to exterior contractors by providing siding, siding accessories, aluminum rainware and often windows and patio doors. Owens Corning's network of company-owned outlets accounts for over half of the Company's siding sales. Cast stone is sold primarily through independent dealers and masonry suppliers. The Company's System Thinking Sales and Distribution Business is a major channel through which the Company generates sales of building insulation products, roofing shingles and accessories, housewrap, windows/patio doors, and vinyl siding to home centers, lumberyards, retailers and distributors. These products are used primarily in the home improvement, new residential construction, and commercial construction and repair markets. In 1998, approximately 20% of the Company's sales were related to new construction activities in the United States, while home improvement and remodeling accounted for approximately 40%. Other channels of distribution for the Company's building materials include sales of insulation products in North America to insulation contractors, wholesalers, specialty distributors, metal building insulation laminators, mechanical insulation distributors and fabricators, manufactured housing producers, and appliance, office products and automotive manufacturers. Foam insulation and related products are sold to distributors and retailers who resell to residential builders, remodelers and do-it- yourself customers; commercial and industrial markets through specialty distributors; and, in some cases, large contractors, particularly in the agricultural and cold storage markets. In Europe, Asia and Latin America, building techniques do not employ as much open-cavity construction as in North America, resulting in a greater opportunity for growth in foam insulation than glass fiber in these markets. In developing markets, both foam and glass fiber insulation are opportunities. In Europe, the Company sells building insulation to large insulation wholesalers, builder merchants, contractors, distributors, and retailers. The Company sells mechanical insulation products to distributors, fabricators, and manufacturers in the heating, ventilation, power and process, appliance and fire protection industries. The Company has foam plants in the U.K., Spain and Italy and has licensed others for the manufacture of foam products at locations in Europe, the Middle East and Asia. The Company sells its foam products through traditional agents and distributors. In Latin America, the Company produces and sells building and mechanical insulation primarily through an affiliate joint venture in Mexico, as well as exports from U.S. plants. In Asia Pacific, the Company sells primarily mechanical insulation through joint venture businesses, including two majority owned insulation plants and an insulation fabrication center in China, two minority owned joint ventures, one in Saudi Arabia and one in Thailand, and four licensees. The Company sells roofing shingles to distributors and retailers, who resell them to residential roofing and remodeling contractors, as well as to do-it-yourself customers. Approximately 80% of roofing shingles sold in North America are used for reroofing, with new residential construction accounting for the remainder. Owens Corning also sells residential shingles through exports from the U.S. to East European, Latin American and Asia Pacific countries. The Company sells non-paving asphalt products, including industrial and specialty applications, under the TrumbullT brand name. There are three principal kinds of industrial asphalt: Built-Up Roofing Asphalt (BURA), used in commercial flat roof systems to provide waterproofing and adhesion; saturants or coating asphalt, used to manufacture roofing mats, felts and residential shingles; and industrial specialty asphalt, used by manufacturers in a variety of products such as waterproofing systems, adhesives, coatings, dyes, and product extenders, as well as in various automotive applications. There are several channels of distribution for the Company's asphalt products. The Company's asphalt products are used internally in the manufacture of the Company's residential roofing products and are also sold to other shingle manufacturers. In addition, asphalt is sold to roofing contractors and distributors for BURA systems and to manufacturers in a variety of other industries, including automotive, chemical, rubber and construction. COMPOSITE MATERIALS Accounting for approximately 20% Annual Revenues Composite Materials operates in North America, Europe and Latin America, with affiliates and licensees around the world, including a presence in Asia Pacific. The businesses responsible for these products include: Composites Systems and Engineered Pipe Systems. The Company is the world's leading producer of glass fiber materials used in composites. Composites are fabricated material systems made up of two or more components (e.g., plastic resin and glass fiber) used in various applications to replace traditional materials, such as aluminum, wood, and steel. The global composites industry has expanded to include thousands of end-use applications. Worldwide, the composites industry has relatively few raw material component suppliers (glass fiber, resin and additives) delivering to thousands of industrial customers through various channels. Depending on the end-use application, these raw materials move through different manufacturing process chains, ultimately finding their way to consumers through myriad markets worldwide. The primary end use markets that the Company serves are transportation, building construction, electrical/ electronics, consumer recreational and infrastructure. Within the construction market, the major end-use application for glass fiber is asphaltic roofing shingles, where glass fiber is used to provide fire and mildew resistance in 95% of all such shingles produced in North America. The Company sells glass fiber and/or mat directly to a small number of major shingle manufacturers (including the Company's own roofing business). Tubs, showers and other related internal building components used for both remodeling and new construction are also major applications of composite materials in the construction market. These end-use products are some of the first successful material substitution conversions normally encountered in developing countries. Glass fiber reinforcements and composite material solutions for these markets are sold to direct accounts, and also to distributors around the world, who in turn service thousands of customers. More than 80% of transportation-related composite materials is used in automotive applications. Non-automotive transportation applications include heavy trucks, rail cars, shipping containers, refrigerated containers, trailers and commercial ships. Growth continues in automotive applications, as composite systems create new applications or displace other materials in existing applications. There are hundreds of composites applications, including body panels, door modules, integrated front-end systems, instrument panels, chassis and underbody components and systems, and heat and noise shields. These composite parts are either produced by original equipment manufacturers (OEMs), or are purchased by OEMs from first-tier suppliers. Glass fibers for these parts are sold mostly to first-tier and second-tier OEM suppliers. Within the electrical/electronics markets, glass fiber composites are used to protect and reinforce fiber optic and copper cables. The Company also produces central strength members for fiber optic cables. Other end-use applications in the electrical/electronics markets include connectors, circuit breaker boxes, computer housings, electricians' safety ladders, and hundreds of various electro/mechanical components. Through its 49% interest in the yarns joint venture, the Company continues to participate in the yarns and specialty material markets, where glass fiber is used extensively in printed circuit boards made for the consumer electronics, transportation, and telecommunications industries. The consumer recreational markets include sporting goods and marine applications. The Company sells composite materials to OEMs and boat builders, both directly and through distributors. The Company manufactures large diameter glass-reinforced plastic (GRP) pipe designed for use in underground pressure and gravity fluid handling systems. The pipe is a filament- wound structural composite made with glass fiber and polyester resins. The Company, directly and with joint venture partners around the world, manufactures and sells GRP pipe directly to governments and private industry for major infrastructure projects, primarily for the safe and efficient transport of water and waste. HOUSING MARKET SOFTENS On June 26, 2000, Owens Corning told the financial community that the softening housing market and related decrease in demand for building materials, coupled with sharp increases in raw material and energy costs, were expected to reduce sales and income from operations for the second quarter ending June 30, 2000, below levels reported for the same period last year. They did. Net sales for the quarter dropped below the $1.3 billion reported in the second quarter of 1999. The company said this decline reflects weaker demand in its roofing, siding and insulation businesses, as the housing market responds to the rise in interest rates. The company reported that $30 million of second quarter cost increases driven by asphalt and PVC cost pressures continued to depress margins in the roofing and vinyl siding businesses. In addition, higher debt levels and interest rates increased borrowing costs by more than $10 million versus the same period last year. RECENT ASBESTOS DEVELOPMENTS In the second quarter of 2000, the company received a $335 million settlement payment from a group of excess insurers resolving a dispute concerning coverage for non-products asbestos related personal injury claims. The Company said in June that it was in the process of reviewing the sufficiency of its provision for asbestos-related liabilities in light of recent trends and developments in the administration of the company's National Settlement Program ("NSP") and in asbestos litigation generally. In June, the Company increased its asbestos-related liability estimates to $3 billion. The NSP covers some 237,000 claims as of June, 2000. The Company noted that asbestos-related settlement amounts have increased over time and additional reserves may be necessary. Owens Corning is affected by the bankruptcies of Babcock & Wilcox and Pittsburgh Corning, which are co-defendants with the company and others in the ongoing asbestos litigation. -------------------------------------------------------------------------- [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 -------------------------------------------------------------------------- OWENS CORNING AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET As of March 31, 2000 (unaudited) ASSETS ------ CURRENT Cash and cash equivalents $ 41,000,000 Restricted cash (Note 11) 256,000,000 Restricted cash and securities -- Fibreboard 711,000,000 Receivables 531,000,000 Inventories 511,000,000 Deferred income taxes 184,000,000 Income tax receivable 4,000,000 Other current assets 23,000,000 ----------------- Total current 2,261,000,000 ----------------- OTHER Insurance for asbestos litigation claims 218,000,000 Restricted cash and securities -- Fibreboard 879,000,000 Deferred income taxes 543,000,000 Goodwill 716,000,000 Investments in affiliates 57,000,000 Other noncurrent assets 243,000,000 ----------------- Total other 2,656,000,000 ----------------- PLANT AND EQUIPMENT, at cost Land 68,000,000 Buildings and leasehold improvements 726,000,000 Machinery and equipment 2,659,000,000 Construction in progress 257,000,000 ----------------- 3,710,000,000 Less-accumulated depreciation (2,003,000,000) ----------------- Net plant and equipment 1,707,000,000 ----------------- TOTAL ASSETS $ 6,624,000,000 ================= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT Accounts payable and accrued liabilities $ 717,000,000 Reserve for asbestos litigation claims 806,000,000 Asbestos-related liabilities -- Fibreboard 711,000,000 Short-term debt 105,000,000 Long-term debt - current portion 157,000,000 --------------- Total current 2,496,000,000 --------------- LONG-TERM DEBT 2,410,000,000 --------------- OTHER Reserve for asbestos litigation claims 742,000,000 Asbestos-related liabilities -- Fibreboard 879,000,000 Other employee benefits liability 319,000,000 Pension plan liability 38,000,000 Other 342,000,000 --------------- Total other 2,320,000,000 --------------- COMPANY OBLIGATED SECURITIES OF ENTITIES HOLDING SOLELY PARENT DEBENTURES 194,000,000 --------------- MINORITY INTEREST 46,000,000 --------------- STOCKHOLDERS' EQUITY Common stock 702,000,000 Deficit (1,466,000,000) Accumulated other comprehensive income (66,000,000) Other (12,000,000) --------------- Total stockholders' equity (842,000,000) --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,624,000,000 ================ -------------------------------------------------------------------------- [00003] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING -------------------------------------------------------------------------- OWENS CORNING FILES VOLUNTARY CHAPTER 11 PETITION TO RESOLVE ASBESTOS LIABILITY All Operations Open and Focused on Customer Service TOLEDO, Ohio -- October 5, 2000 -- Owens Corning (NYSE:OWC) today announced that, in order to address the growing demands on its cash flow resulting from its multi-billion dollar asbestos liability, the company has voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filing, made today in Wilmington, Delaware, will enable Owens Corning to refocus on operating its business and serving its customers, while it develops a plan of reorganization that will resolve its asbestos and other liabilities and provide a suitable capital structure for long- term growth. Owens Corning also announced that, in order to enhance its liquidity, it has obtained a $500 million debtor-in-possession financing commitment from Bank of America. Upon court approval, these funds will be available to the company to help meet its future needs and fulfill obligations associated with operating its business, including payment under normal terms to suppliers and vendors for all goods and services that are provided after today's filing. Employees will continue to be paid in the normal manner and their health benefits, as well as those of retirees, will not be disrupted. The company's pension plan for retirees and vested employees is fully funded and protected by federal law. All of Owens Corning's U.S. operating subsidiaries and certain other U.S. subsidiaries filed voluntary Chapter 11 petitions today. None of the company's other subsidiaries, joint ventures and affiliates, including all operations located outside the United States, are included in the filing. Glen H. Hiner, Chairman and Chief Executive Officer of Owens Corning, said, "We are voluntarily taking this difficult but necessary action today to resolve the company's asbestos liabilities in a manner that legally binds all existing and future claimants. With the Chapter 11 process we can finally put this difficult issue behind us in a fair and responsible manner and move forward with our resources and energies focused on competing successfully in the global marketplace." Mr. Hiner continued, "Owens Corning today is a sound company, with over $5 billion in annual revenues and leadership positions in all of its businesses. All of our operations are open today and focused on serving our customers. The combination of our cash on hand, existing cash flow and a new $500 million financing commitment provides the company sufficient liquidity to meet all future financial obligations to employees, suppliers and vendors." Owens Corning's cost reduction programs and System ThinkingT marketing initiatives in recent years have been successful in enabling the company to enhance its competitive position. Despite this success, the increasing asbestos liabilities and difficulty of estimating its future asbestos liabilities, especially the costs of settling current and future mesothelioma claims, required the company to consider a range of strategic and financial alternatives. Mr. Hiner said, "We have been attempting to manage this liability for more than two decades. Our goal has been to compensate fairly any individual impaired through the use of our products, while continuing to operate our business in the best interests of all of our constituencies, including customers, employees and shareholders. Until very recently, we thought Chapter 11 could be avoided. First we tried to resolve cases in individual out-of-court settlements, and then we sought legislative and judicial relief. Finally, we made substantial progress in the management of our asbestos liability with our National Settlement Program (NSP). However, the cost of resolving current and future claims, together with a flurry of recent new filings from plaintiff lawyers not participating in the NSP, led us to the conclusion that a Chapter 11 reorganization was prudent and necessary." Owens Corning had previously noted that its ability to meet its schedule of asbestos related payments and meet its obligations to the banks under its credit agreement depended, in part, on its results from operations not deteriorating significantly. The fall in demand for building material products, which reflects in large part increased interest rates, combined with elevated energy and raw materials costs and the inability to fully recapture these costs in price adjustments, has significantly reduced the company's margins and income from operations. The company expects to report its earnings for the third quarter of 2000 in a Form 10-Q scheduled to be filed with the Securities and Exchange Commission on November 14, 2000. Due to the Chapter 11 filing, the company will not be making the quarterly dividend payment scheduled for October 13, 2000 to shareholders of record as of September 30, 2000. In addition, the company will not be making any interest or other payments on its unsecured debt securities or payments to asbestos claimants for the duration of the Chapter 11 proceeding. Owens Corning's asbestos liability arises from a high-temperature pipe insulation product trade-named Kaylo, which it distributed and/or manufactured from 1952 to 1972. The company's total revenues from the sale of this product were approximately $135 million. Owens Corning is a co- defendant with other former manufacturers, distributors and installers of products containing asbestos in personal injury litigation. To date, the company has received more than 460,000 asbestos personal injury claims and has paid or agreed to pay more than $5 billion for asbestos-related awards and settlements, legal expenses and claims processing fees. The company noted that 22 other companies involved in asbestos-related activity have commenced reorganization cases under Chapter 11 of the U.S. Bankruptcy Code. Like many of these other companies, Owens Corning intends to use the special provisions of Chapter 11 relating to the resolution of asbestos claims as a process through which all asbestos claims will be evaluated and resolved with no contingent liability remaining for the company. Owens Corning is a world leader in building materials systems and composites systems. The company has sales of $5 billion and employs approximately 20,000 people worldwide. Additional information is available on Owens Corning's Web site at http://www.owenscorning.com or by calling the company's toll-free General Information line: 1-877-799-6904. -------------------------------------------------------------------------- [00004] OWENS CORNING DEBTORS' CHAPTER 11 DATABASE -------------------------------------------------------------------------- LEAD DEBTOR: Owens Corning DEBTOR AFFILIATES FILING SEPARATE CHAPTER 11 PETITIONS: State or Other Jurisdiction Under the Laws of Debtor-Affiliate Which Organized ---------------- ----------------- CDC Corporation Wisconsin Engineered Yarns America, Inc. Massachusetts Falcon Foam Corporation Delaware and its 96.05% subsidiary Integrex Delaware Fibreboard Corporation Delaware and its wholly-owned subsidiary Exterior Systems, Inc. Delaware Integrex Ventures LLC Delaware and its wholly-owned subsidiaries Integrex Professional Services LLC Delaware Integrex Supply Chain Solutions LLC Delaware Integrex Testing Systems LLC Delaware HOMExperts LLC Delaware Jefferson Holdings, Inc. Delaware Owens-Corning Fiberglas Technology Inc. Illinois Owens Corning HT, Inc. Delaware Owens-Corning Overseas Holdings, Inc. Delaware Owens Corning Remodeling Systems, LLC Delaware Soltech, Inc. Kentucky KNOWN NON-DEBTOR AFFILIATES NOT COMMENCING INSOLVENCY PROCEEDINGS: State or Other Jurisdiction Under the Laws of Non-Debtor Affiliate Which Organized -------------------- ----------------- Commercial Owens Corning Chile Limitada Chile Crown Manufacturing Inc. Canada Decillion, LLC Delaware Deutsche Owens-Corning Glasswool GmbH Germany Engineered Pipe Systems, Inc. Delaware Eric Company Delaware European Owens-Corning Fiberglas, S.A. Belgium Flowtite (Africa) (Private) Limited Zimbabwe Flowtite AS Norway Flowtite Eksport AS Norway Flowtite Eksport Argentina AS Norway Flowtite Offshore Services Ltd. Cyprus Flowtite Pipe & Tanks AS Norway Flowtite Technology AS Norway Goodman Ventures, Inc. Delaware IPM Inc. Delaware LMP Impianti Srl Italy NV Owens Corning Building Materials SA Belgium OC (Belgium) Holdings, Inc. Delaware OC Celfortec Inc. Canada O.C. Funding B.V. The Netherlands OCW Acquisition Corporation (dba, Delsan Industries Corp.) Delaware Owens Corning (Anshan) Fiberglass Co., Ltd. China Owens Corning Australia Pty Limited Australia Owens Corning Building Materials Espana S.A. Spain Owens-Corning Building Products (U.K.) Ltd. United Kingdom Owens Corning Canada Inc. Canada Owens-Corning Capital Holdings I, Inc. Delaware Owens-Corning Capital Holdings II, Inc. Delaware Owens-Corning Capital L.L.C. Delaware Owens Corning Cayman (China) Holdings Cayman Islands Owens-Corning Cayman Limited Cayman Islands Owens Corning (China) Investment Company, Ltd. China Owens Corning Composites Italia S.r.l. Italy Owens Corning Composites SPRL Belgium Owens Corning Espana SA Spain Owens-Corning Fiberglas A.S. Limitada Brazil Owens-Corning Fiberglas Deutschland GmbH Germany Owens-Corning Fiberglas Espana, S.A. Spain Owens-Corning Fiberglas France S.A. France Owens-Corning Fiberglas (G.B.) Ltd. United Kingdom Owens-Corning Fiberglas Norway A/S Norway Owens-Corning Fiberglas S.A. Uruguay Owens-Corning Fiberglas Sweden Inc. Delaware Owens-Corning Fiberglas (U.K.) Ltd. United Kingdom Owens-Corning Fiberglas (U.K.) Pension Plan Ltd. United Kingdom Owens-Corning Finance (U.K.) PLC United Kingdom Owens-Corning FSC, Inc. Barbados Owens-Corning Funding Corporation Delaware Owens-Corning (Guangzhou) Fiberglas Co., Ltd. China Owens-Corning Holdings Limited Cayman Islands Owens-Corning Isolation France S.A. France Owens Corning (Japan) Ltd. Japan Owens Corning Korea Korea Owens Corning Mexico, S.A. de C.V. Mexico Owens Corning NRO Inc. Canada Owens Corning NRO II Inc. Canada Owens Corning Polyfoam UK Ltd. United Kingdom Owens-Corning Real Estate Corporation Ohio Owens Corning (Shanghai) Fiberglas Co., Ltd. China Owens Corning (Singapore) Pte Ltd. Singapore Owens Corning South Africa (Pty) Ltd South Africa Owens Corning S.p.A Italy Owens-Corning (Sweden) AB Sweden Owens-Corning (UK) Holdings Limited United Kingdom Owens-Corning Veil Netherlands B.V. The Netherlands Owens-Corning Veil U.K. Ltd. United Kingdom Owens Corning VF Holdings, Inc. Canada Procanpol SP. Z.O.O. Poland Quest Industries, LLC Delaware Scanglas Ltd. United Kingdom Trumbull Asphalt Co. of Delaware Delaware Vytec Corporation Ontario Willcorp, Inc. Delaware Wrexham A.R. Glass Ltd. United Kingdom Bankruptcy Case Nos.: 00-03837 through 00-03854 Petition Date: October 5, 2000 Court: United States Bankruptcy Court District of Delaware Marine Midland Plaza Building 824 Market Street Wilmington, Delaware 19801 Judge: The Honorable Mary F. Walrath Circuit: Third Debtors' Lead Counsel: Mark S. Chehi, Esq. Skadden, Arps, Slate, Meagher & Flom P.O. Box 636 Wilmington, DE 19899 Telephone (302) 651-3000 Debtors' Local Counsel: Norman L. Pernick, Esq. Saul Ewing Remick & Saul LLP 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, Delaware 19899-1266 (302) 421-6800 U.S. Trustee: Daniel K. Astin, Esq. Office of the United States Trustee Curtis Center, 9th Floor West 901 Walnut Street Philadelphia, PA 19106 (215) 597-4411 Reported Financial Condition as of Total Consolidated Assets: $6,988,000,000 Total Consolidated Liabilities: $5,710,000,000 -------------------------------------------------------------------------- [00005] LIST OF OWENS CORNING'S LARGEST UNSECURED CREDITORS -------------------------------------------------------------------------- Creditor Nature of Claim Amount -------- --------------- ------ Bank of America 100 North Tryon Street, 14th Floor NC 1-007-14-02 Charlotte, N.C. 28255 Jay Johnston, Sr. V.P. 704-386-8335 704-386-6767 (fax) Bank Credit Facility $85 million Barclays Bank PLC 222 Broadway, 11th Floor New York, NY 10038 Keith Mackie, Director 212-412-7518 212-412-7585 (fax) Bank Credit Facility $71.6 million Credit Suisse First Boston 11 Madison Avenue, 10th Floor New York, NY 10010-3629 Thomas G. Muoio 212-325-9089 212-325-8319 Bank Credit Facility $68.7 million Chase Manhattan Bank Ten South LaSalle Street, Suite 2300 Chicago, Ill. 60603-1097 Jon R. Hinard, VP 312-807-4046 Mark Gibbs 312-807-4057 312-807-4077 (fax) Bank Credit Facility $63.7 million CIBC, Inc. 425 Lexington Avenue New York, NY 10017 George Knight 212-856-4297 212-856-3991 (fax) Bank Credit Facility $63.7 million First Chicago/Bank One NDB Bank 611 Woodward Avenue Detroit, MI 48226 Paul R. DeMelo 313-225-2520 313-225-3269 (Fax) Bank Credit Facility $63.7 million Bank of New York One Wall Street, 22nd Floor New York, NY 10286-0001 Randolph E.J. Medrano 212-635-6804 Bank Credit Facility $62.6 million Fleet National Bank 100 Federal Street, 10th Floor Mail Code MA DE 10010B Boston, MA 02110 Ted Lynch 617-434-2351 617-434-0239 (fax) Bank Credit Facility $62.6 million Mellon Bank One Mellon Bank Center Pittsburgh, PA 1528-0001 Jon C. Ritz, VP 412-236-1190 412-236-1914 Bank Credit Facility $54.8 million Kredietbank N.V. 125 West 5th Street, 10th Floor New York, NY 10022 Doug Riahi 212-418-8736 212-750-9597 Bank Credit Facility $54.6 million Dai-Ichi Kangyo Bank Ltd. 10 South Wacker Drive, 26th Floor Chicago, IL 60606 Norman T. Fedder, VP, Corp. Banking 312-715-6363 312-876-2011 (fax) Bank Credit Facility $54.6 million Morgan Guaranty Trust Company of NY 60 Wall Street, 5th Floor New York, NY 10260-0060 Dave Stone 212-648-1291 212-648-5018 Bank Credit Facility $54.6 million Sanwa Bank 10 South Wacker Drive, Suite 1825 Chicago, IL 60606-7478 Ken Eichwald 312-368-3006 312-346-6677 (fax) Bank Credit Facility $54.6 million Wachovia Bank of Georgia 191 Peachtree Street, N.E. Atlanta, GA 30303 Tom McKinstry 404-332-1386 404-332-6898 (fax) Bank Credit Facility $53.7 million Johnson Matthey & Co. Inc. 460 E. Swedesford St. Wayne, PA 19087 Gordon Bassett 610-971-3062 Trade Creditor $4.5 million Minnesota Mining & Mfg. Co. (3M) P.O. Box 601095 Charlotte, NC 28260-1095 Thomas Niccum 651-733-2922 Trade Creditor $4.4 million United Refining CO. P.O. Box 640354 Pittsburgh, PA 15264-0354 Ashton Ditka 814-726-4612 Trade Creditor $2.6 million Mid-America/TAPCO P.O. Box 64000 Detroit, MI 48436 Jack Lawlee 800-521-8486 Trade Creditor $2.2 million Ormet Aluminum Dept. CH 10384 Palantine, IL 60055-0384 Mike Pucci 304-234-3208 Trade Creditor $5.3 million Diamond Shamrock Refining P.O. Box 971351 Dallas, TX 75397-1351 Mary Hartman Hime 210-592-4762 Trade Creditor $2.5 million Exxon USA P.O. Box 30537 Billings, MT 59107 Ralph Shirts 406-657-5407 Trade Creditor $2.4 million EOTT Energy Operating P.O. Box 4666 Houston, TX 77210 Dan Cole 601-969-1568 Trade Creditor $2.5 million Ellison Window & Doors Charlotte, NC 60306 Doug Cross 336-764-6400 Trade Creditor $2.3 million Kemlite 21095 Network Place Chicago, IL 60673 Bill Beckwith 800-435-0080 Trade Creditor $2.1 million Jupiter Aluminum P.O. Box 689743 Milwaukee, WI 53268 Richard Peck 317-582-0705 Trade Creditor $1.8 million Trinity Contractors Inc. P.O. Box 6278 Arlington, TX 76005-6278 William Bichteman, Jr. 518-767-2204 Trade Creditor $1.7 million Werner Enterprises P.O. Box 3116 Omaha, NE 68103-0116 Bill Goodwith 402-895-6640 Trade Creditor $1.5 million OCI Chemical Corp. Dept. CH 10963 Palatine, IL 60055-0963 Chris Fraser 203-225-3101 Trade Creditor $1.1 million Bemis Co. Inc. P.O. Box. 75100 Charlotte, NC 28275 Gary Stone 812-460-6278 Trade Creditor $994,000 Transport Clearings Box 78563 Milwaukee, WI 53278-0563 Cindy Rodriguez 651-646-6331 Trade Creditor $908,000 Enron Energy Services 1400 Smith Street Houston, TX 77002-7361 Dan Leff 713-853-7903 Trade Creditor $20 million Simonton Windows 1 Cochrane Ave Pennsboro WV 40990 John Burnette 800-542-9118 Trade Creditor $6.1 million The Bank of New York 101 Barclay Street 21W New York, New York 10286 Terence Rawlins 7.5% Senior Debentures 212-815-2568 due August 1, 2018 $400 million The Bank of New York 101 Barclay Street 21W New York, New York 10286 Terence Rawlins 7.5% Notes 212-815-2568 due May 1, 2005 $300 million The Bank of New York 101 Barclay Street 21W New York, New York 10286 Terence Rawlins 7% Notes 212-815-2568 due March 15, 2009 $250 million The Bank of New York 101 Barclay Street 21W New York, New York 10286 Terence Rawlins 7.7% Notes 212-815-2568 due May 1, 2008 $250 million The Bank of New York 101 Barclay Street 21W New York, New York 10286 Terence Rawlins 9d% Senior Deben- 212-815-2568 tures due June 2012 $7 million The Bank of New York 101 Barclay Street 21W New York, New York 10286 Terence Rawlins 8f% Senior Deben- 212-815-2568 tures due June 2002 $40 million The Bank of New York 101 Barclay Street 21W New York, New York 10286 Terence Rawlins Guaranty of OC Fund- 212-815-2568 ing 10% Debentures $150 million Dresdner Kleinwort Benson Dresdner Bank Aktiengesellschaft Juergen-Ponto-Platz 1 D-60301 Frankfurt am Main Dirk Leppter 7¬ Bearer Bonds 49-69-263-6089 due December 2000 130 million DM ($58.1 million) Coutts Bank (Schweiz) AG Talstrasse 59, Postfach CH-8022 Zurich H.P. Schmid 5_% Bearer Bonds 411-288-7767 due November 2000 108 million Sw. ($61.4 million) Bank One Trust Company, N.A. Suite IL1-0126 One North State Street Chicago, IL 60670 Faye Wright 312-407-1908 6.6% Industrial Reve- County of Medina, nue Bonds, due June Ohio 2012 $950,000 Law Offices of Peter G. Angelos One Charles Center, 22 nd Floor 100 North Charles Street Baltimore, MD 21201 Peter G. Angelos Prepetition Asbestos 410-649-2000 Plaintiffs'Executive 410-659-1782 (fax) Committee unknown Baron & Budd 3102 Oak Lawn Avenue, Ste. 1100 Dallas, TX 75219 Frederick M. Baron, Esq. 214-521-3605 214-520-1181 (fax) Cooney and Conway 120 North LaSalle, 30 th Floor Chicago, IL 60602 John D. Cooney, Esq. 312-236-6166 312-236-3029 (fax) Cox and Cox, L.L.P. 4300 Six Forks Road, Ste. 720 Raleigh, NC 27609 Joseph B. Cox, Jr., Esq. 919-510-4090 919-510-4092 Williams & Bailey Law Firm, L.L.P. 8441 Gulf Freeway, Ste. 600 Houston, TX 77017-5001 F. Kenneth Bailey, Jr., Esq. 713-649-6464 713-643-6226 (fax) Rose, Klein, Marias, L.L.P. 555 East Ocean Boulevard Long Beach, CA 90801 Robert Steinberg, Esq. 562-436-4696 562-436-6157 (fax) Campbell, Harrison, Dove, Cherry & Davis 801 Washington Avenue, 7 th Floor Waco, TX 76701 Mathew Dove, Esq. 254-756-6140 254-756-7489 (fax) Early, Ludwick & Sweeney One Century Tower 265 Church Street, 11 th Floor New Haven, Ct 06508 James F. Early, Esq. 203-777-7799 203-785-1671 (fax) Kazan McClain Edises Simon & Abrams P.L.C. 171 12 th Street, Ste. 300 Oakland, CA 94607-4911 Steven Kazan, Esq. 510-465-7728 510-893-7211 (fax) Ness Motley, Loadholt, Richardson & Poole 28 Bridgeside Boulevard Charleston, SC 29464 Joseph F. Rice, Esq. 843-216-9000 843-216-9450 (fax) Weitz & Luxenberg 180 Maiden Lane New York, NY 10038 Perry Weitz, Esq. 212-558-5500 212-344-5461 (fax) Caplin & Drysdale 399 Park Avenue, 36 th Floor New York, NY 10022 (counsel for the committee) Elihu Inselbuch, Esq. 212-319-7125 212-644-6755 (fax) Bank One Trust Company, N.A. Suite IL1-0126 One North State Street Chicago, IL 60670 Ohio Air Quality Faye Wright 6.6% Revenue Refunding 312-407-1908 Bonds, due June 2004 $3 million First Tennessee Bank Corporate Trust Services - Dept. 375 P.O. Box 1000 Memphis, TN 38148-2455 9.875% Industrial 901-681-2455 City of Memphis, Revenue Bonds, due Tenn. February 2001 $3 million Chase Manhattan Trust Co., NA Chasse Financial Tower 250 West Huron Road, Ste. 220 Cleveland, Ohio 44113 9% New Jersey Economic Biagio Impala Development Bonds 216-274-1627 due May 2006 $2 million -------------------------------------------------------------------------- [00006] COMPANY'S SUPPLEMENTAL POST-FILING STATEMENT & ANSWERS TO FAQs -------------------------------------------------------------------------- On Thursday, October 5, 2000, Owens Corning voluntarily filed a petition for reorganization under Chapter 11 bankruptcy protection in the United States Bankruptcy Court in Wilmington, Delaware. The case has been assigned to Hon. Mary F. Walrath with case numbers 00-3837 through 00-3854. Owens Corning operations outside of the United States are not part of this Chapter 11 filing. Owens Corning took this action in order to address the growing demands on its cash flow resulting from its multi-billion dollar asbestos liability. The filing will enable the company to refocus on operating its business and serving its customers, while it develops a plan of reorganization that will resolve its asbestos and other liabilities and provide a suitable capital structure for long-term growth. To enhance its liquidity, Owens Corning has obtained a $500 million debtor-in-possession financing commitment from Bank of America. Upon court approval, these funds will be available to the company to help meet its future needs and fulfill obligations associated with operating its business, including payment under normal terms to suppliers and vendors for all goods and services that are provided after today's filing. Employees will continue to be paid in the normal manner and their health benefits, as well as those of retirees, will not be disrupted. The company's pension plan for retirees and vested employees is fully funded and protected by federal law. It is important for our customers and business partners to know that all Owens Corning operations are open and we are continuing to focus on serving our customers. Customer service and daily operations are our top priorities. FREQUENTLY ASKED QUESTIONS 1. Why was Owens Corning's Chapter 11 filing necessary? Unlike most Chapter 11 cases, Owens Corning has a strong cash flow. However, due to ongoing asbestos payments, its obligations have increased to levels not sustainable over time. In addition, as a result of economic conditions, our cash flow has weakened. By filing for Chapter 11, we will have an opportunity to use the court-supervised reorganization process to achieve a binding, legal resolution to the asbestos situation. By doing so, we can finally put this difficult issue behind us and move forward. 2. Is Owens Corning going out of business? Absolutely not. During the Chapter 11 process, Owens Corning will continue to operate its businesses in the ordinary course. All of our operations around the world are open and focused on serving our customers. 3. What will Chapter 11 do for Owens Corning? With the court protection provided by the Chapter 11 filing, we will have the breathing room and financial resources we need to reorganize our debt and liabilities, while we continue to focus on strengthening our business operations. We will be able to put the asbestos liability behind us and emerge as a stronger and more viable company. Specifically, Chapter 11 enables us to: * Protect the interests of our employees, suppliers and customers; * Secure a new line of credit so that we can assure our suppliers, vendors, landlords and employees that we will meet our post-filing obligations in a normal and customary manner; * Work with our creditors through a court-managed process to develop a plan for resolving our liabilities; * Continue to support our business operations and our brand; * Continue to provide our products and services to our customers on a business-as-usual basis. 4. What will happen to Owens Corning's stock? The stock's value, if any, will be determined by negotiations and the Plan of Reorganization filed by the Company in the bankruptcy proceedings. If you own shares of Owens Corning stock, you should consult with a financial or tax advisor to assess your alternative courses of action. 5. How long will Owens Corning be in Chapter 11? It is too soon to know the answer to that question, but we intend to proceed as quickly as possible. In cases filed by companies with complex asbestos liabilities similar to ours, it has taken an average of six years. In light of changes in the law, the positive negotiations leading to the National Settlement Program, and the anticipated cooperation of the plaintiffs' lawyers representing claimants, we believe we can proceed more efficiently and expeditiously. 6. How does the Chapter 11 filing affect the company's international operations? None of our business operations outside of the U.S. are included in the Chapter 11 filing (although we are continuing to evaluate the situation in Canada, because of its different legal system). Accordingly, this action should have no effect on our international subsidiaries, joint ventures and affiliates. We will continue to meet all obligations to our employees, customers, suppliers and vendors under normal terms. 7. Wasn't the NSP going to quantify liabilities and resolve the asbestos problem? The National Settlement Program did quantify the cost of resolving NSP claims and helped estimate the cost of resolving claims outside of the NSP. However, even after we adjusted our reserves to provide for the increase in claims under the NSP and for settlements outside the NSP, we stated clearly we could meet our payment obligations only if, among other things, the company's operating performance did not decline. Unfortunately, a combination of factors including an increase in the number of claims both inside and outside the NSP process, an increase in the average cost of settlements and a deterioration of economic conditions in our key markets created extraordinary pressure on our cash flow that led to the decision to file for Chapter 11. 8. What do I do if I still have questions? If you have additional questions, further information is available as follows: * Questions about payments to suppliers and vendors: Vendor Response line (toll free): 1-877-799-6973. International suppliers should call 419-248-5555. * Questions about customer relations: Customer Response line (toll free): 1-800-725-9350. * General Information and updates: The company's toll-free General Information line: 1-877-799-6904. -------------------------------------------------------------------------- [00007] DEBTORS' MOTION TO HONOR PRE-PETITION WAGE & SALARY OBLIGATIONS -------------------------------------------------------------------------- The Debtors' Employees are vital to daily operations, maintaining positive employee morale is important, and the reorganization effort will fail if the Debtors lose their valuable employees. Faced with the need to issue payroll checks today for wages and salary obligations incurred during the latest two-week period and because certain employees don't promptly cash each paycheck they receive, the Debtors sought and obtained emergency interim order from Judge Walrath authorizing Owens Corning to (A) issue payroll checks today on account of accrued pre-petition wage and salary obligations and (B) move money between their bank accounts as necessary to fund those paychecks. Additionally, Judge Walrath directs each Bank on which a payroll check is drawn to honor all payroll checks. The Debtors believe that no single employee is owed more than $4,000. Nothing in this request, the Debtors make clear and Judge Walrath confirms, contemplates an assumption nor precludes a rejection of any agreement or policy that may be considered an executory contract. *** End of Issue No. 1 *** ------------------------------------------------------------------------- Peter A. Chapman peter@bankrupt.com http://bankrupt.com ------------------------------------------------------------------------- Recommended Reading: "Bankruptcy Crimes" by M. Stephanie Wickouski (at Reed Smith Shaw & McClay LLP) and E. Lawrence Barcella, Jr. (at Paul, Hastings, Janofsky & Walker LLP). Order your copy today at http://www.amazon.com/exec/obidos/ASIN/1893122832/internetbankrupt -------------------------------------------------------------------------