Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)*
OWENS
CORNING
(Name of
Issuer)
Common stock, par value
$0.01 per share
(Title of
Class of Securities)
690742101
(CUSIP
Number)
December 31,
2009
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[ X ] Rule
13d-1(c)
[ ] Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Continued
on following pages
Page 1 of
16 Pages
Exhibit
Index: Page 14
SCHEDULE
13G
| CUSIP No.: 690742101 | Page 2 of 16 Pages |
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
HARBINGER
CAPITAL PARTNERS MASTER FUND I, LTD.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
None
|
|
|
6.
|
Shared
Voting
Power 4,436,991(1)
|
||
|
7.
|
Sole
Dispositive
Power None
|
||
|
8.
|
Shared
Dispositive
Power 4,436,991(1)
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,436,991(1)
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.35%
based on 132,269,335 shares outstanding as of October 14,
2009.(1)
|
||
|
12.
|
Type
of Reporting Person:
CO
(1)
This amount consists of 4,436,991 Shares that the Reporting Person may be
deemed to beneficially own upon exercise of warrants as per Rule
13d-3(d)(1)(i). Reporting Persons have added 4,436,991 Shares to the
number of Shares outstanding based upon
an amount of Shares that the
Reporting Persons are entitled to obtain upon the exercise of warrants as
per Rule 13d-3(d)(1)(i).
|
||
| CUSIP No.: 690742101 | Page 3 of 16 Pages |
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
HARBINGER
CAPITAL PARTNERS LLC
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
None
|
|
|
6.
|
Shared
Voting
Power 4,436,991(1)
|
||
|
7.
|
Sole
Dispositive
Power None
|
||
|
8.
|
Shared
Dispositive
Power 4,436,991(1)
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,436,991(1)
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.35%
based on 132,269,335 shares outstanding as of October 14,
2009.(1)
|
||
|
12.
|
Type
of Reporting Person:
CO
(1)
This amount consists of 4,436,991 Shares that the Reporting Person may be
deemed to beneficially own upon exercise of warrants as per Rule
13d-3(d)(1)(i). Reporting Persons have added 4,436,991 Shares to the
number of Shares outstanding based upon an amount of Shares that the
Reporting Persons are entitled to obtain upon the exercise of warrants as
per Rule 13d-3(d)(1)(i).
|
||
| CUSIP No.: 690742101 | Page 4 of 16 Pages |
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power 0
|
|
|
6.
|
Shared
Voting
Power 0
|
||
|
7.
|
Sole
Dispositive
Power 0
|
||
|
8.
|
Shared
Dispositive
Power 0
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
based on 127,832,344 shares outstanding as of October 14,
2009.
|
||
|
12.
|
Type
of Reporting Person:
PN
|
||
| CUSIP No.: 690742101 | Page 5 of 16 Pages |
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power 0
|
|
|
6.
|
Shared
Voting
Power 0
|
||
|
7.
|
Sole
Dispositive
Power 0
|
||
|
8.
|
Shared
Dispositive
Power 0
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
based on 127,832,344 shares outstanding as of October 14,
2009.
|
||
|
12.
|
Type
of Reporting Person:
OO
|
||
| CUSIP No.: 690742101 | Page 6 of 16 Pages |
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
HARBINGER
HOLDINGS, LLC
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
None
|
|
|
6.
|
Shared
Voting
Power 4,436,991(1)
|
||
|
7.
|
Sole
Dispositive
Power None
|
||
|
8.
|
Shared
Dispositive
Power 4,436,991(1)
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,436,991(1)
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.35%
based on 132,269,335 shares outstanding as of October 14,
2009.(1)
|
||
|
12.
|
Type
of Reporting Person:
CO
(1)
This amount consists of 4,436,991 Shares that the Reporting Person may be
deemed to beneficially own upon exercise of warrants as per Rule
13d-3(d)(1)(i). Reporting Persons have added 4,436,991 Shares to the
number of Shares outstanding based upon an amount of Shares that the
Reporting Persons are entitled to obtain upon the exercise of warrants as
per Rule 13d-3(d)(1)(i).
|
||
| CUSIP No.: 690742101 | Page 7 of 16 Pages |
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
PHILIP
FALCONE
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
None
|
|
|
6.
|
Shared
Voting
Power
4,436,991(1)
|
||
|
7.
|
Sole
Dispositive
Power None
|
||
|
8.
|
Shared
Dispositive
Power 4,436,991(1)
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,436,991(1)
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.35%
based on 132,269,335 shares outstanding as of October 14,
2009.(1)
|
||
|
12.
|
Type
of Reporting Person:
IN
(1)
This amount consists of 4,436,991 Shares that the Reporting Person may be
deemed to beneficially own upon exercise of warrants as per Rule
13d-3(d)(1)(i). Reporting Persons have added 4,436,991 Shares to the
number of Shares outstanding based upon an amount of Shares that the
Reporting Persons are entitled to obtain upon the exercise of warrants as
per Rule 13d-3(d)(1)(i).
|
||
Page 8 of 16 Pages
|
Item
1(a).
|
Name
of Issuer:
|
|
Owens
Corning (the “Issuer”)
|
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
One Owens
Corning Parkway, Toledo, OH 43659
|
|
|
Item
2(a)
.
|
Name
of Person Filing:
|
This Statement is filed on behalf of
each of the following persons (collectively, the “Reporting
Persons”):
i) Harbinger Capital
Partners Master Fund I, Ltd. (the “Master Fund”);
ii)
Harbinger Capital Partners LLC (“Harbinger LLC”);
iii) Harbinger
Capital Partners Special Situations Fund, L.P. (the “Special
Fund”);
iv) Harbinger Capital
Partners Special Situations GP, LLC (“HCPSS”);
v) Harbinger Holdings, LLC (“Harbinger
Holdings”); and
vi) Philip Falcone (“Mr.
Falcone”).
This
Statement relates to Shares (as defined herein) held for the accounts of the
Master Fund and the Special Fund.
Harbinger
LLC serves as the investment manager and investment advisor to the Master
Fund. HCPSS serves as the general partner of the Special
Fund. Harbinger Holdings serves as the manager of
Harbinger LLC and HCPSS. Mr. Falcone serves as the managing member
of Harbinger Holdings and the portfolio manager of the Master Fund
and the Special Fund. In such capacity, Harbinger Holdings and Mr.
Falcone may be deemed to have voting and dispositive power over the Shares held
for the Master Fund and the Special Fund.
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
The address of the principal business office of each of Harbinger LLC, the Special Fund, HCPSS, Harbinger Holdings and Mr. Falcone is 450 Park Avenue, 30th Floor, New York, NY 10022. |
|
Page 9 of 16 Pages
The address of the principal business
office of the Master Fund is c/o International Fund Services (Ireland) Limited,
Third Floor, Bishop’s Square, Redmond’s Hill, Dublin 2, Ireland.
Item
2(c). Citizenship:
i) The Master Fund is a
Cayman Islands exempted company;
ii) Harbinger
LLC is a Delaware limited liability company;
iii) The
Special Fund is a Delaware limited partnership;
iv) HCPSS is a Delaware
limited liability company;
v) Harbinger Holdings is a
Delaware limited liability company; and
vi) Mr.
Falcone is a citizen of the United States of America.
Item
2(d). Title
of Class of Securities:
Common Stock, par value $0.01 per share
(the “Shares”).
Item
2(e). CUSIP
Number:
690742101
Item
3. If
This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c),
Check
Whether the Person Filing is a:
|
(a)
|
[ ]
|
Broker
or dealer registered under Section 15 of the Exchange
Act.
|
|
(b)
|
[ ]
|
Bank
as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
[ ]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
(d)
|
[ ]
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
|
(e)
|
[ ]
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
[ ]
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
(g)
|
[ ]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
(h)
|
[ ]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
Page 10 of 16 Pages
|
(i)
|
[ ]
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
|
|
(j)
|
[ ]
|
Group
in accordance with Rule
13d-1(b)(l)(ii)(K).
|
Item
4. Ownership:
Item
4(a) Amount
Beneficially Owned:
As of
December 31, 2009, Harbinger LLC may be deemed to be the beneficial owners of
4,436,991 Shares held for the account of the Master Fund. This amount
consists of Shares that the Reporting Persons
may be deemed to own upon exercise of warrants as per Rule
13d-3(d)(1)(i).
As of
December 31, 2009, HCPSS may be deemed to be the beneficial owners of 0 Shares
held for the account of the Special Fund.
As of
December 31, 2009, Harbinger Holdings and Mr. Falcone may be deemed to be the
beneficial owner of 4,436,991 Shares. This amount consists of: (A) 4,436,991
Shares held for the account of the Master Fund that the Reporting Persons may be
deemed to own upon exercise of warrants as per Rule 13d-3(d)(1)(i); and (B) 0
Shares held for the account of the Special Fund.
Item
4(b) Percent
of Class:
The number of Shares of
which each of Harbinger LLC, Harbinger Holdings and Mr. Falcone may be deemed to
be the beneficial owner constitutes approximately 3.35% of the total number of
Shares outstanding (based upon information provided by the Issuer in its most
recently-filed report on Form 10-Q, there were 127,832,344 shares outstanding as
of October 14, 2009. Pursuant to Rule 13d- 3(d)(1)(i), 4,436,991 Shares
which are entitled to be obtained upon the exercise of warrants have been added
to the Issuer’s number of Shares outstanding, therefore totaling 132,269,335, as
the number of Shares outstanding).
The
number of Shares of which each of HCPSS may be deemed to be the beneficial owner
constitutes approximately 0% of the total number of Shares outstanding (based
upon information provided by the Issuer in its most recently-filed report on
Form 10-Q, there were 127,832,344 shares outstanding as of October 14,
2009.)
Item
4(c) Number
of Shares of which such person has:
|
The Master Fund and Harbinger
LLC:
|
|
|
(i)
Sole power to vote or direct the vote:
|
0
|
|
(ii)
Shared power to vote or direct the vote:
|
4,436,991
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
4,436,991
|
Page 11 of 16 Pages
|
The Special Fund and
HCPSS:
|
|
|
(i)
Sole power to vote or direct the vote:
|
0
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
Harbinger Holdings and Mr.
Falcone:
|
|
|
(i)
Sole power to vote or direct the vote:
|
0
|
|
(ii)
Shared power to vote or direct the vote:
|
4,436,991
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
4,436,991
|
Item
5. Ownership
of Five Percent or Less of a Class:
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ x ].
Item
6. Ownership
of More than Five Percent on Behalf of Another Person:
This Item
6 is not applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
|
This Item
7 is not applicable.
Item
8. Identification
and Classification of Members of the Group:
This Item
8 is not applicable.
Item
9. Notice
of Dissolution of Group:
This Item
9 is not applicable.
Item
10. Certification:
By
signing below each of the Reporting Persons certifies that, to the best of their
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect
Page 12 of 16 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
| Date: February 16, 2010 |
HARBINGER
CAPITAL PARTNERS MASTER
FUND I, LTD. |
||
| By: | HARBINGER CAPITAL PARTNERS LLC | ||
| By: | HARBINGER HOLDINGS, LLC | ||
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
| Date: February 16, 2010 |
HARBINGER
CAPITAL PARTNERS LLC
|
||
| By: | HARBINGER HOLDINGS, LLC | ||
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
| Date: February 16, 2010 |
HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS FUND, L.P. |
||
| By: | HARBINGER CAPITAL PARTNERS SPECIAL | ||
| SITUATIONS GP, LLC | |||
| By: | HARBINGER HOLDINGS, LLC | ||
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
| Date: February 16, 2010 |
HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS GP, LLC |
||
| By: | HARBINGER HOLDINGS, LLC | ||
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
Page 13 of 16 Pages
| Date: February 16, 2010 |
HARBINGER
HOLDINGS, LLC
|
||
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
| Date: February 16, 2010 |
PHILIP
FALCONE
|
||
|
|
By:
|
/s/ Philip Falcone | |
Page 14 of 16 Pages
EXHIBIT
INDEX
|
Ex.
|
Page
No.
|
|
|
A
|
Joint
Filing Agreement, dated February 16, 2010 by and among the Reporting
Persons
|
15
|
Page 15 of 16 Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
The undersigned agree that the statement on Schedule
13G with respect to the Common Stock of Owens Corning dated, as of February 16,
2010 is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
| Date: February 16, 2010 |
HARBINGER
CAPITAL PARTNERS MASTER
FUND I, LTD. |
||
| By: | HARBINGER CAPITAL PARTNERS LLC | ||
| < font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman"> | By: | HARBINGER HOLDINGS, LLC | |
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
| Date: February 16, 2010 |
HARBINGER
CAPITAL PARTNERS LLC
|
||
| By: | HARBINGER HOLDINGS, LLC | ||
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
| Date: February 16, 2010 |
HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS FUND, L.P. |
||
| By: | HARBINGER CAPITAL PARTNERS SPECIAL | ||
| SITUATIONS GP, LLC | |||
| By: | HARBINGER HOLDINGS, LLC | ||
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
| Date: February 16, 2010 |
HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS GP, LLC |
||
| By: | HARBINGER HOLDINGS, LLC | ||
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
Page 16 of 16 Pages
| Date: February 16, 2010 |
HARBINGER
HOLDINGS, LLC
|
||
|
|
By:
|
/s/ Philip Falcone | |
| Name : Philip Falcone | |||
| Title: Managing Member | |||
| Date: February 16, 2010 |
PHILIP
FALCONE
|
||
|
|
By:
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/s/ Philip Falcone | |