- Amended Statement of Ownership (SC 13G/A)
January 15 2009 - 2:52PM
Edgar (US Regulatory)
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CUSIP NO.
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690742101
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13G
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Page 1 of 6
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SECURITIES AND EXCHANGE COMMISSION
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Under the Securities Exchange Act of 1934
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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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(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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*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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CUSIP NO.
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690742101
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13G
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Page 2 of 6
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1.
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NAMES OF REPORTING PERSONS.
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Franklin Mutual Advisers, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE OF REPORTING PERSON
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CUSIP NO.
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690742101
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13G
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Page 3 of 6
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(b)
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Address of Issuer's Principal Executive Offices
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One Owens Corning Parkway
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(a)
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Name of Person Filing
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Franklin Mutual Advisers, LLC
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(b)
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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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(d)
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Title of Class of Securities
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Common Stock, par value $0.01 per share
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CUSIP NO.
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690742101
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13G
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Page 4 of 6
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
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(a)
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o
Broker or dealer registered under section 15 of the Act (15
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
Insurance company as defined in section 3(a)(19) of the Act (15
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(d)
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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)
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x
An investment adviser in accordance with
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(f)
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o
An employee benefit plan or endowment fund in accordance with
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(g)
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o
A parent holding company or control person in accordance with
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(h)
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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)
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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)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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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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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.
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690742101
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13G
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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)
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Amount beneficially owned:
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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Franklin Mutual Advisers, LLC:
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5,456,712
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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Franklin Mutual Advisers, LLC:
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5,456,712
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(iv)
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Shared power to dispose or to direct the disposition of
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Item 5.
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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.
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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.
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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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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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CUSIP NO.
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690742101
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13G
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Page 6 of 6
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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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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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Franklin Mutual Advisers, LLC
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By:
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/s/BRADLEY D. TAKAHASHI
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--------------------------
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Vice President of Franklin Mutual Advisers, LLC
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