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CUSIP NO. |
690742101 |
13G |
Page 1 of 6 |
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. 1)* |
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Owens Corning |
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(Name of Issuer) |
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Common Stock, par value $0.01 per share |
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(Title of Class of Securities) |
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690742101 |
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(CUSIP Number) |
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December 31, 2008 |
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(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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x |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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o |
Rule 13d-1(d) |
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this |
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form with respect to the subject class of securities, and for any subsequent amendment containing |
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information which would alter the disclosures provided in a prior cover page. |
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The information required in the remainder of this cover page shall not be deemed to be "filed" for the |
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purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the |
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liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, |
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see the Notes). |
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CUSIP NO. |
690742101 |
13G |
Page 2 of 6 |
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1. |
NAMES OF REPORTING PERSONS. |
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Franklin Mutual Advisers, LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
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(b) |
X |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
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5. |
SOLE VOTING POWER |
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(See Item 4) |
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6. |
SHARED VOTING POWER |
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(See Item 4) |
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7. |
SOLE DISPOSITIVE POWER |
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(See Item 4) |
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8. |
SHARED DISPOSITIVE POWER |
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(See Item 4) |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,456,712 |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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CERTAIN SHARES o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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4.3% |
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12. |
TYPE OF REPORTING PERSON |
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IA, OO (See Item 4) |
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CUSIP NO. |
690742101 |
13G |
Page 3 of 6 |
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Item 1. |
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(a) |
Name of Issuer |
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Owens Corning |
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(b) |
Address of Issuer's Principal Executive Offices |
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One Owens Corning Parkway |
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Toledo, OH 43659 |
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Item 2. |
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(a) |
Name of Person Filing |
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Franklin Mutual Advisers, LLC |
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(b) |
Address of Principal Business Office or, if none, Residence |
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101 John F. Kennedy Parkway |
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Short Hills, NJ 07078-2789 |
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(c) |
Citizenship |
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Delaware |
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(d) |
Title of Class of Securities |
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Common Stock, par value $0.01 per share |
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(e) |
CUSIP Number |
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690742101 |
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CUSIP NO. |
690742101 |
13G |
Page 4 of 6 |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether |
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the person filing is a: |
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(a) |
o Broker or dealer registered under section 15 of the Act (15 |
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U.S.C. 78o). |
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(b) |
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o Insurance company as defined in section 3(a)(19) of the Act (15 |
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U.S.C. 78c). |
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(d) |
o Investment company registered under section 8 of the Investment |
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Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
x An investment adviser in accordance with |
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§240.13d-1(b)(1)(ii)(E); |
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(f) |
o An employee benefit plan or endowment fund in accordance with |
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§240.13d-1(b)(1)(ii)(F); |
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(g) |
o A parent holding company or control person in accordance with |
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§240.13d-1(b)(1)(ii)(G); |
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(h) |
o A savings associations as defined in Section 3(b) of the Federal |
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Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o A church plan that is excluded from the definition of an |
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investment company under section 3(c)(14) of the Investment Company |
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Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership |
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The securities reported herein (the Securities) are beneficially owned by one or more open-end |
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investment companies or other managed accounts which, pursuant to investment management contracts, are |
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managed by Franklin Mutual Advisers, LLC ("FMA"), an indirect wholly owned subsidiary of Franklin |
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Resources, Inc. ("FRI"). Such investment management contracts grant to FMA all investment and voting |
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power over the securities owned by such investment management clients. Therefore, FMA may be deemed to |
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be, for purposes of Rule 13d-3 under the Act, the beneficial owner of the Securities. |
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Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported |
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in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, |
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1998) relating to organizations, such as FRI, where related entities exercise voting and investment |
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powers over the securities being reported independently from each other. The voting and investment |
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powers held by FMA are exercised independently from FRI (FMAs parent holding company) and from all |
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other investment management subsidiaries of FRI (FRI, its affiliates and investment management |
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subsidiaries other than FMA are, collectively, FRI affiliates). Furthermore, internal policies and |
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procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI |
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affiliates of information that relates to the voting and investment powers over the securities owned by |
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their respective investment management clients. Consequently, FMA and the FRI affiliates report the |
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securities over which they hold investment and voting power separately from each other for purposes of |
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Section 13 of the Act. |
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Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% |
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of the outstanding common stock of FRI and are the principal stockholders of FRI. However, because FMA |
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exercises voting and investment powers on behalf of its investment management clients independently of |
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FRI, the Principal Shareholders, and their respective affiliates, beneficial ownership of the securities |
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being reported by FMA is being attributed only to FMA. FMA disclaims any pecuniary interest in any of |
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the Securities. In addition, the filing of this Schedule 13G on behalf of FMA should not be construed |
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as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3, |
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of any of the Securities. |
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CUSIP NO. |
690742101 |
13G |
Page 5 of 6 |
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Furthermore, FMA believes that it is not a "group" with FRI, the Principal Shareholders, or their |
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respective affiliates within the meaning of Rule 13d-5 under the Act and that none of them are otherwise |
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required to attribute to each other the beneficial ownership of the Securities held by any of them or by |
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any persons or entities for whom or for which FRI subsidiaries provide investment management services. |
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(a) |
Amount beneficially owned: |
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5,456,712 |
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(b) |
Percent of class: |
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4.3% |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote |
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Franklin Mutual Advisers, LLC: |
5,456,712 |
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(ii) |
Shared power to vote or to direct the vote |
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0 |
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(iii) |
Sole power to dispose or to direct the disposition of |
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Franklin Mutual Advisers, LLC: |
5,456,712 |
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(iv) |
Shared power to dispose or to direct the disposition of |
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0 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting |
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person has ceased to be the beneficial owner of more than five percent of the class of |
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securities, check the following x. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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The clients of Franklin Mutual Advisers, LLC, including investment companies registered under |
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the Investment Company Act of 1940 and other managed accounts, have the right to receive or |
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power to direct the receipt of dividends from, as well as the proceeds from the sale of, such |
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securities reported on in this statement. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being |
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Reported on By the Parent Holding Company |
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Not Applicable |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable |
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CUSIP NO. |
690742101 |
13G |
Page 6 of 6 |
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Item 10. |
Certification |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to |
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above were acquired and are held in the ordinary course of business and were not acquired and are not |
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held for the purpose of or with the effect of changing or influencing the control of the issuer of the |
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securities and were not acquired and are not held in connection with or as a participant in any |
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transaction having that purpose or effect. |
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This report shall not be construed as an admission by the person filing the report that it is the |
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beneficial owner of any securities covered by this report. |
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SIGNATURE |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set |
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forth in this statement is true, complete and correct. |
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Dated: |
January 9, 2009 |
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Franklin Mutual Advisers, LLC |
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By: |
/s/BRADLEY D. TAKAHASHI |
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-------------------------- |
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Bradley D. Takahashi |
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Vice President of Franklin Mutual Advisers, LLC |