- Amended Statement of Beneficial Ownership (SC 13D/A)
June 03 2009 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
(Name
of Issuer)
Common
Stock, $0.01 par value
(Title
of Class Securities)
D.
E. Shaw Laminar Portfolios, L.L.C.
Attn: Compliance
Department
120
West Forty-Fifth Street
Floor
39, Tower 45
New
York, NY 10036
212-478-0000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communication)
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The
information required on 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,
as amended (the “
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).
CUSIP
No.
|
690742101
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw Laminar Portfolios, L.L.C.
FEIN
01-0577802
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
7,875,918
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
7,875,918
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
7,875,918
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
6.1%
1
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
1
With
respect to the calculation of the percentage of the outstanding shares of Common
Stock beneficially owned by the Reporting Person, 129,187,797 was used as the
total amount of outstanding shares of Common Stock of the
Issuer. This amount includes (a) the 127,899,854 shares of Common
Stock issued and outstanding as of April 15, 2009, as reported in the Issuer’s
Form 10-Q for the quarter ended March 31, 2009, and (b) the 1,287,943 shares of
Common Stock issuable upon exercise of the
Warrants.
CUSIP
No.
|
690742101
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw Oculus Portfolios, L.L.C.
FEIN
20-0805088
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
2,234,969
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
2,234,969
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,234,969
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.7%
1
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
1
The
percentage of the outstanding shares of Common Stock beneficially owned by the
Reporting Person was based upon the 127,899,854 shares of Common Stock issued
and outstanding as of April 15, 2009, as reported in the Issuer’s Form 10-Q for
the quarter ended March 31, 2009.
CUSIP
No.
|
690742101
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw & Co., L.L.C.
FEIN
13-3799946
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
AF
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
10,110,887
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
10,110,887
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
10,110,887
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
7.8%
1
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
1
With
respect to the calculation of the percentage of the outstanding shares of Common
Stock beneficially owned by the Reporting Person, 129,187,797 was used as the
total amount of outstanding shares of Common Stock of the
Issuer. This amount includes (a) the 127,899,854 shares of Common
Stock issued and outstanding as of April 15, 2009, as reported in the Issuer’s
Form 10-Q for the quarter ended March 31, 2009, and (b) the 1,287,943 shares of
Common Stock issuable upon exercise of the
Warrants.
CUSIP
No.
|
690742101
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw & Co., L.P.
FEIN
13-3695715
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
AF
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
10,115,356
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
10,115,356
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
10,115,356
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
7.8%
1
|
14
|
Type
of Reporting Person (See Instructions)
IA,
PN
|
1
With
respect to the calculation of the percentage of the outstanding shares of Common
Stock beneficially owned by the Reporting Person, 129,187,797 was used as the
total amount of outstanding shares of Common Stock of the
Issuer. This amount includes (a) the 127,899,854 shares of Common
Stock issued and outstanding as of April 15, 2009, as reported in the Issuer’s
Form 10-Q for the quarter ended March 31, 2009, and (b) the 1,287,943 shares of
Common Stock issuable upon exercise of the
Warrants.
CUSIP
No.
|
690742101
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
David
E. Shaw
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
AF
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
6
|
Citizenship
or Place of Organization
United
States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
10,115,356
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
10,115,356
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
10,115,356
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
7.8%
1
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
1
With
respect to the calculation of the percentage of the outstanding shares of Common
Stock beneficially owned by the Reporting Person, 129,187,797 was used as the
total amount of outstanding shares of Common Stock of the
Issuer. This amount includes (a) the 127,899,854 shares of Common
Stock issued and outstanding as of April 15, 2009, as reported in the Issuer’s
Form 10-Q for the quarter ended March 31, 2009, and (b) the 1,287,943 shares of
Common Stock issuable upon exercise of the
Warrants.
AMENDMENT
NO. 4 TO SCHEDULE 13D
Item
1.
|
Security
and the Issuer
|
|
|
|
This
Amendment No. 4 to Schedule 13D (this “Amendment”) amends and supplements
the statement on Schedule 13D filed by D. E. Shaw Laminar Portfolios,
L.L.C., a Delaware limited liability company (“Laminar”), D. E. Shaw
Oculus Portfolios, L.L.C., a Delaware limited liability company
(“Oculus”), D. E. Shaw & Co., L.L.C., a Delaware limited liability
company (“DESCO LLC”), D. E. Shaw & Co., L.P., a Delaware limited
partnership (“DESCO LP”), and David E. Shaw, a citizen of the United
States of America (“David E. Shaw,” and together with Laminar, Oculus,
DESCO LLC, and DESCO LP, collectively, the “Reporting Persons”) on
November 13, 2006, with the Securities and Exchange Commission (the
“SEC”), and amended by Amendment No. 1 to the Schedule 13D filed on April
12, 2007, by Amendment No. 2 to Schedule 13D filed on May 28, 2008, and by
Amendment No. 3 to Schedule 13D filed on May 11, 2009 (as amended, the
“Schedule 13D”), relating to the common stock, par value $0.01 per share
(“Common Stock”), of Owens Corning, a Delaware corporation (the
“Issuer”). Capitalized terms used herein which are not defined
herein have the meanings given to such terms in the Schedule
13D. Except as otherwise provided herein, all Items of the
Schedule 13D remain unchanged.
|
|
|
Item 5.
|
Interest
in Securities of the Issuer
|
|
|
|
Items
5(a) and (b) of the Schedule 13D are hereby amended and restated in their
entirety as follows:
(a),
(b) Based upon the Issuer’s Form 10-Q for the quarter ended March 31,
2009, filed with the Securities and Exchange Commission on April 30, 2009,
there were 127,899,854
shares of Common
Stock issued and outstanding as of April 15, 2009. The
7,875,918 shares of Common Stock beneficially owned by Laminar (the “
Laminar Shares
”) represent approximately
6.1% of the shares of Common Stock issued and outstanding, including, for
the purpose of this calculation, the 1,287,943 shares of Common Stock
issuable upon exercise of the Warrants. The 2,234,969 shares of
Common Stock beneficially owned by Oculus (the “
Oculus Shares
”) represent approximately
1.7% of the 127,899,854 shares of Common Stock issued and outstanding as
of April 15, 2009. The 10,110,887 shares of Common Stock
beneficially owned by DESCO LLC (the “
DESCO
LLC Shares
”) represent approximately 7.8% of the shares of Common
Stock issued and outstanding, including, for the purpose of this
calculation, the 1,287,943 shares of Common Stock issuable upon exercise
of the Warrants. The DESCO LLC Shares are comprised of the
Laminar Shares and Oculus Shares. The 10,115,356 shares of
Common Stock beneficially owned by DESCO LP, including 4,469 shares owned
directly by DESCO LP (the “
DESCO LP
Shares
”), the Laminar Shares, and the Oculus Shares (the DESCO LP
Shares together with the Laminar Shares and Oculus shares, the “
Subject Shares
”), represent approximately
7.8% of the shares of Common Stock issued and outstanding, including, for
the purpose of this calculation, the 1,287,943 shares of Common Stock
issuable upon exercise of the Warrants.
Laminar
has the power to vote or direct the vote of (and the power to dispose or
direct the disposition of) the Laminar Shares. Oculus has the
power to vote or direct the vote of (and the power to dispose or direct
the disposition of) the Oculus Shares. DESCO LP has the power
to vote or direct the vote of (and the power to dispose or direct the
disposition of) the DESCO LP Shares. Laminar disclaims
beneficial ownership of the Oculus Shares and DESCO LP Shares, and Oculus
disclaims beneficial ownership of the Laminar Shares and DESCO LP
Shares.
|
|
DESCO
LP, as Laminar’s and Oculus’s investment adviser, and DESCO LLC, as
Laminar’s and Oculus’s managing member, may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or
direct the disposition of) the Subject Shares. As managing
member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power
to vote or direct the vote of (and the shared power to dispose or direct
the disposition of) the Subject Shares. As general partner of
DESCO LP, DESCO, Inc. may be deemed to have the shared power to vote or
direct the vote of (and the shared power to dispose or direct the
disposition of) the Subject Shares. None of DESCO LLC, DESCO,
Inc., or DESCO II, Inc., owns any shares of Common Stock directly, and
each such entity disclaims beneficial ownership of the Subject
Shares. DESCO LP does not own any of the Laminar Shares and
Oculus Shares directly and disclaims beneficial ownership of the Laminar
Shares and Oculus Shares.
David
E. Shaw does not own any shares of Common Stock directly. By
virtue of David E. Shaw’s position as president and sole shareholder of
DESCO, Inc., which is the general partner of DESCO LP, and by virtue of
David E. Shaw’s position as president and sole shareholder of DESCO II,
Inc., which is the managing member of DESCO LLC, David E. Shaw may be
deemed to have the shared power to vote or direct the vote of (and the
shared power to dispose or direct the disposition of) the Subject
Shares. David E. Shaw disclaims beneficial ownership of the
Subject Shares.
As
of the date hereof, neither any Reporting Person nor, to the best
knowledge of any Reporting Person, any of the persons set forth in Item 2
owns any shares of Common Stock other than the Subject
Shares.
Paragraph
(c) of Item 5 of the Schedule 13D is hereby deleted in its entirety and
replaced as follows:
The
trading dates, number of shares of Common Stock purchased or sold and the
price per share for all transactions by the Reporting Persons in the
shares of Common Stock from May 11, 2009 through June 2, 2009, which were
all brokered transactions, are set forth
below:
|
Name
|
Date
|
Price
|
Number of Shares
Purchased /
(Sold)
|
Laminar
|
5/11/2009
|
15.58
|
(112,500)
|
Laminar
|
5/12/2009
|
15.00
|
(154,096)
|
Laminar
|
5/12/2009
|
15.01
|
(10,822)
|
Laminar
|
5/12/2009
|
15.02
|
(4,813)
|
Laminar
|
5/12/2009
|
15.03
|
(4,926)
|
Laminar
|
5/12/2009
|
15.04
|
(7,313)
|
Laminar
|
5/12/2009
|
15.05
|
(7,539)
|
Laminar
|
5/12/2009
|
15.06
|
(4,446)
|
Laminar
|
5/12/2009
|
15.07
|
(1,361)
|
Laminar
|
5/12/2009
|
15.08
|
(700)
|
Laminar
|
5/12/2009
|
15.09
|
(1,500)
|
Laminar
|
5/12/2009
|
15.10
|
(1,084)
|
Laminar
|
5/12/2009
|
15.11
|
(200)
|
Name
|
Date
|
Price
|
Number of Shares
Purchased /
(Sold)
|
Laminar
|
5/12/2009
|
15.15
|
(10,000)
|
Laminar
|
5/27/2009
|
14.50
|
(2,884)
|
Laminar
|
5/27/2009
|
14.51
|
(800)
|
Laminar
|
5/27/2009
|
14.52
|
(16,602)
|
Laminar
|
5/27/2009
|
14.53
|
(1,098)
|
Laminar
|
5/27/2009
|
14.54
|
(100)
|
Laminar
|
5/27/2009
|
14.55
|
(7,925)
|
Laminar
|
5/27/2009
|
14.56
|
(1,728)
|
Laminar
|
5/27/2009
|
14.57
|
(1,776)
|
Laminar
|
5/27/2009
|
14.62
|
(1,515)
|
Laminar
|
5/27/2009
|
14.63
|
(3,723)
|
Laminar
|
5/27/2009
|
14.64
|
(5,858)
|
Laminar
|
5/27/2009
|
14.65
|
(500)
|
Laminar
|
5/28/2009
|
13.48
|
(378,277)
|
Laminar
|
5/28/2009
|
13.69
|
(700)
|
Laminar
|
5/29/2009
|
13.95
|
(475,545)
|
Laminar
|
6/1/2009
|
14.49
|
(31,464)
|
Laminar
|
6/1/2009
|
14.50
|
(242,767)
|
Laminar
|
6/1/2009
|
14.51
|
(600)
|
Laminar
|
6/1/2009
|
14.52
|
(300)
|
Laminar
|
6/1/2009
|
14.53
|
(500)
|
Laminar
|
6/1/2009
|
14.54
|
(100)
|
Laminar
|
6/2/2009
|
14.75
|
(38,887)
|
Laminar
|
6/2/2009
|
14.79
|
(200)
|
Laminar
|
6/2/2009
|
14.92
|
(16,498)
|
Oculus
|
5/11/2009
|
15.58
|
(37,500)
|
Oculus
|
5/12/2009
|
15.00
|
(40,000)
|
Oculus
|
5/12/2009
|
15.05
|
(1,500)
|
Oculus
|
5/12/2009
|
15.06
|
(400)
|
Oculus
|
5/12/2009
|
15.07
|
(3,103)
|
Oculus
|
5/12/2009
|
15.08
|
(1,078)
|
Oculus
|
5/12/2009
|
15.09
|
(1,133)
|
Oculus
|
5/12/2009
|
15.10
|
(100)
|
Oculus
|
5/12/2009
|
15.11
|
(500)
|
Oculus
|
5/12/2009
|
15.12
|
(1,502)
|
Oculus
|
5/12/2009
|
15.15
|
(100)
|
Oculus
|
5/12/2009
|
15.16
|
(100)
|
Oculus
|
5/12/2009
|
15.18
|
(1,500)
|
Oculus
|
5/12/2009
|
15.19
|
(3,000)
|
Oculus
|
5/12/2009
|
15.20
|
(700)
|
Oculus
|
5/12/2009
|
15.21
|
(300)
|
Oculus
|
5/12/2009
|
15.22
|
(1,649)
|
Oculus
|
5/12/2009
|
15.23
|
(900)
|
Oculus
|
5/12/2009
|
15.24
|
(300)
|
Oculus
|
5/12/2009
|
15.25
|
(200)
|
Oculus
|
5/12/2009
|
15.26
|
(200)
|
Oculus
|
5/12/2009
|
15.27
|
(384)
|
Oculus
|
5/27/2009
|
14.50
|
(531)
|
Oculus
|
5/27/2009
|
14.52
|
(5,194)
|
Oculus
|
5/27/2009
|
14.54
|
(132)
|
Name
|
Date
|
Price
|
Number of Shares
Purchased /
(Sold)
|
Oculus
|
5/27/2009
|
14.55
|
(2,677)
|
Oculus
|
5/27/2009
|
14.59
|
(4,094)
|
Oculus
|
5/27/2009
|
14.60
|
(11)
|
Oculus
|
5/27/2009
|
14.63
|
(1,207)
|
Oculus
|
5/27/2009
|
14.64
|
(1,093)
|
Oculus
|
5/28/2009
|
13.48
|
(126,325)
|
Oculus
|
5/29/2009
|
13.95
|
(158,515)
|
Oculus
|
6/1/2009
|
14.49
|
(10,600)
|
Oculus
|
6/1/2009
|
14.50
|
(81,310)
|
Oculus
|
6/2/2009
|
14.75
|
(10,831)
|
Oculus
|
6/2/2009
|
14.79
|
(100)
|
Oculus
|
6/2/2009
|
14.92
|
(10,000)
|
Item
7.
|
Material
to be Filed as Exhibits
|
Exhibit
1
|
Power
of Attorney, granted by David E. Shaw relating to D. E. Shaw
& Co., Inc., in favor of the signatories hereto, among others, dated
October 24, 2007.
|
|
|
Exhibit
2
|
Power
of Attorney, granted by David E. Shaw relating to D. E. Shaw
& Co. II, Inc., in favor of the signatories hereto, among others,
dated October 24,
2007.
|
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete, and correct.
D.
E. SHAW LAMINAR PORTFOLIOS, L.L.C.
|
By:
|
|
/s/
Rochelle Elias
|
|
|
|
Title:
Authorized Signatory
|
D.
E. SHAW OCULUS PORTFOLIOS, L.L.C.
|
By:
|
|
/s/
Rochelle Elias
|
|
|
|
Title:
Authorized Signatory
|
|
|
By:
|
/s/
Rochelle Elias
|
|
|
|
Title:
Chief Compliance Officer
|
D.
E. SHAW & CO., L.P.
|
|
By:
|
/s/
Rochelle Elias
|
|
|
|
Title:
Chief Compliance
Officer
|
DAVID
E. SHAW
|
|
By:
|
/s/
Rochelle Elias
|
|
|
|
Title:
Attorney-in-Fact for David E.
Shaw
|
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