Bond OwensCorning 7% ( US690742AB73 ) in USD

OwensCorning

100 % ▼

United States

US690742AB73 ( in USD )

7% per year ( payment 2 times a year)

30/11/2036

Prospectus brochure of the bond Owens Corning [New] US690742AB73 en USD 7%, maturity 30/11/2036

1 000 USD

550 000 000 USD

690742AB7

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/06/2026 ( In 3 days )

Owens Corning is a global building and industrial materials manufacturer specializing in roofing, insulation, and fiberglass composites.

The Bond issued by OwensCorning ( United States ) , in USD, with the ISIN code US690742AB73, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/11/2036

The Bond issued by OwensCorning ( United States ) , in USD, with the ISIN code US690742AB73, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by OwensCorning ( United States ) , in USD, with the ISIN code US690742AB73, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Form S-4
S-4 1 ds4.htm FORM S-4
Table of Contents
As filed with the Securities and Exchange Commission on April 13, 2007 Registration No.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Owens Corning*
(Exact Name of Registrant as Specified in its Charter)

Delaware

3290

43-2109021
(State or Other Jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
Incorporation or Organization)

Classification Code Number)

Identification No.)

One Owens Corning Parkway
Toledo, OH 43659
(419) 248-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Stephen K. Krull
Senior Vice President, General Counsel and Secretary
Owens Corning
One Owens Corning Parkway
Toledo, OH 43659
(419) 248-8000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:
Larry A. Barden
Lisa J. Reategui
Sidley Austin LLP
One South Dearborn
Chicago, IL 60603
(312) 853-7000

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Form S-4
*The companies listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this
registration statement.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Amount to be
Offering Price
Aggregate Offering
Amount of
Title of each Class of Securities to be Registered Registered
per Unit

Price(1)
Registration Fee
6.50% Senior Notes due 2016
$650,000,000
100%

$650,000,000

$19,955
Guarantees of 6.50% Senior Notes due 2016

(2)

(3)

(3)

(3)
7.00% Senior Notes due 2036
$550,000,000
100%

$550,000,000

$16,885
Guarantees of 7.00% Senior Notes due 2036

(2)

(3)

(3)

(3)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.
(2) The exchange notes are guaranteed by CDC Corporation; Engineered Pipe Systems, Inc.; Eric Company; Exterior Systems, Inc.;
Falcon Foam Corporation; INTEGREX Ventures LLC; IPM Inc.; Jefferson Holdings, Inc.; Modulo USA LLC; Norandex
Distribution, Inc.; OCCV1, Inc.; OCCV2, LLC; OCCV3, LLC; OCCV4, LLC; Owens Corning Composite Materials, LLC; Owens
Corning Construction Services, LLC; Owens Corning Cultured Stone, LLC; Owens Corning Fabwel, LLC; Owens-Corning Fiberglas
Technology Inc.; Owens-Corning Fiberglas Technology II, LLC; Owens Corning Foam Insulation, LLC; Owens Corning
Franchising, LLC; Owens-Corning Funding Corporation; Owens Corning HOMExperts, Inc.; Owens Corning HT, Inc.; Owens
Corning Insulating Systems, LLC; Owens Corning Overseas Holding, Inc.; Owens Corning Roofing and Asphalt, LLC; Owens
Corning Sales, LLC; Owens Corning Science and Technology, LLC; Owens Corning U.S. Holdings, LLC; Palmetto Products, Inc.;
and Soltech, Inc.
(3) No additional consideration will be paid by the recipients of the exchange notes for the guarantees. Pursuant to Rule 457(n), no
separate fee is payable for the guarantees being registered hereby.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Form S-4
Table of Contents
Jurisdiction
I.R.S. Employer
Exact Name of Additional Registrants*

of Formation Identification No.
CDC Corporation

Wisconsin
39-1830456
Engineered Pipe Systems, Inc.

Delaware
34-1870323
Eric Company

Delaware
34-1162113
Exterior Systems, Inc.

Delaware
54-0790261
Falcon Foam Corporation

Delaware
34-1810126
INTEGREX Ventures LLC

Delaware
34-1921499
IPM Inc.

Delaware
51-0336727
Jefferson Holdings, Inc.

Delaware
58-2407011
Modulo USA LLC

Delaware
45-0556704
Norandex Distribution, Inc.

Delaware
32-0176635
OCCV1, Inc.

Delaware
20-5580634
OCCV2, LLC

Delaware
20-5581329
OCCV3, LLC

Delaware
20-8006919
OCCV4, LLC

Delaware
20-8006751
Owens Corning Composite Materials, LLC

Delaware
35-2273537
Owens Corning Construction Services, LLC

Delaware
36-4590392
Owens Corning Cultured Stone, LLC

Delaware
61-1504835
Owens Corning Fabwel, LLC

Delaware
37-1525615
Owens-Corning Fiberglas Technology Inc.

Illinois

36-3797635
Owens-Corning Fiberglas Technology II, LLC

Delaware
83-0466000
Owens Corning Foam Insulation, LLC

Delaware
38-3737830
Owens Corning Franchising, LLC

Delaware
32-0181362
Owens-Corning Funding Corporation

Delaware
34-1788139
Owens Corning HOMExperts, Inc.

Delaware
32-0176636
Owens Corning HT, Inc.

Delaware
34-1830879
Owens Corning Insulating Systems, LLC

Delaware
37-1525228
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Form S-4
Owens Corning Overseas Holding, Inc.

Delaware
34-1794022
Owens Corning Roofing and Asphalt, LLC

Delaware
32-0176634
Owens Corning Sales, LLC

Delaware
74-3189734
Owens Corning Science and Technology, LLC

Delaware
30-0369347
Owens Corning U.S. Holdings, LLC

Delaware
30-0369361
Palmetto Products, Inc.

Delaware
34-1560647
Soltech, Inc.

Kentucky
35-1575937
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Form S-4
Table of Contents
The information in this prospectus is not complete and may be changed. These securities may
not be sold until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2007
Prospectus
Owens Corning
Offer to Exchange
$650,000,000 6.50% Senior Notes due 2016 and $550,000,000 7.00% Senior Notes due 2036
for
$650,000,000 6.50% Senior Notes due 2016 and $550,000,000 7.00% Senior Notes due 2036
Which Have Been Registered Under the Securities Act of 1933

Material Terms to the Exchange Offer and Exchange Notes
· We are offering to exchange the notes we sold previously in private offerings, which we refer to as the old
notes, for new registered exchange notes, which we refer to as the exchange notes.
· You may withdraw tenders of old notes at any time prior to the expiration of this exchange offer.
· This exchange offer expires at , New York City time, on , 2007, unless we extend
the offer.
· The terms of the exchange notes to be issued in this exchange offer are substantially identical to the old
notes, except for the transfer restrictions, registration rights and the obligation to pay additional interest
under specified circumstances.

· No public market currently exists for the old notes. We do not intend to list the exchange notes on any
securities exchange and, therefore, no active public market is anticipated.
· The exchange notes, like the old notes, will be unsecured and will rank equally in right of payment with all
of our other existing unsecured senior indebtedness. The exchange notes will be fully and unconditionally
guaranteed by each of our current and future domestic subsidiaries that is a borrower or a guarantor under
our credit agreement. The guarantees will rank equally with the guarantors' respective unsecured senior
indebtedness.
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Form S-4
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must
acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes
received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. The company and the guarantors have agreed that, starting on the
expiration date and ending on the close of business 90 days after the expiration date, they will make this
prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution".

You should carefully consider the risk factors beginning on page 8 of, and incorporated by
reference into, this prospectus before participating in this exchange offer.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved
or disapproved of the securities to be distributed in the exchange offer, nor have any of these organizations
determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is , 2007.
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Form S-4
Table of Contents
TABLE OF CONTENTS

Page
Special Note Regarding Forward-Looking Statements

ii
Prospectus Summary

1
Ratio of Earnings to Fixed Charges

7
Risk Factors

8
The Exchange Offer

11
Use of Proceeds

20
Description of Indebtedness

21
Description of the Exchange Notes

23
Material United States Federal Income Tax Considerations

44
Certain ERISA Considerations

49
Plan of Distribution

51
Legal Matters

52
Experts

52
Where You Can Find More Information

52
Incorporation By Reference

53

This prospectus incorporates by reference important business and financial information about us that is not
included in or delivered with this document. This information, other than exhibits to documents that are
not specifically incorporated by reference in this prospectus, is available to you without charge upon
written or oral request to: Owens Corning, One Owens Corning Parkway, Toledo, Ohio 43659, Attention:
Corporate Secretary, (419) 248-8000. To obtain timely delivery, you must request the information no later
than , 2007, which is five business days before the expiration date of this exchange offer.
You should rely only on the information contained, or incorporated by reference, in this prospectus or to which we
have referred you. We have not authorized anyone to provide you with different information. You should assume
that the information contained in this prospectus is accurate only as of the date on the front of this prospectus and
that any information we have incorporated by reference is accurate only as of the date of the document
incorporated by reference. We may also add, update or change in a prospectus supplement information contained
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Form S-4
in this prospectus. You should read this prospectus and any accompanying prospectus supplement, as well as any
post-effective amendments to the registration statement of which this prospectus is a part, before you make any
investment decision.
In this prospectus, unless otherwise expressly set forth or as the context otherwise indicates:

· The term OCD refers to Owens Corning Sales, LLC (formerly known as Owens Corning), prior to its

emergence from bankruptcy.

· The terms Owens Corning, the Company, "we," "our" and "us" refer to Owens Corning (formerly known

as Owens Corning (Reorganized) Inc.), a Delaware corporation, and its subsidiaries, after OCD's
emergence from bankruptcy.

i
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Form S-4
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus may contain, or incorporate by reference, "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements present our current forecasts and
estimates of future events. These statements do not strictly relate to historical or current results and can be
identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "likely," "may," "plan,"
"project," "strategy," "will," and other terms of similar meaning or import in connection with any discussion of
future operating, financial or other performance. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those projected in the statements. Some of the
important factors that may influence possible differences include:

· competitive factors;

· pricing pressures;

· availability and cost of energy and materials;

· construction activity;

· interest rate movements;

· issues involving implementation of new business systems;

· achievement of expected cost reductions and/or productivity improvements;

· general economic and political conditions, including new legislation;

· overall global economic environment;

· foreign exchange fluctuations;

· the success of research and development activities;

· difficulties or delays in manufacturing; and

· labor disputes.
All forward-looking statements in, or incorporated by reference into, this prospectus should be considered in the
context of the risk and other factors described above. We undertake no obligation to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise. In light of these risks and
uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual
results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly,
users of this prospectus are cautioned not to place undue reliance on the forward-looking statements.

ii
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Form S-4
Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus and does not contain all of the information
that you should consider in making your investment decision. You should read this summary together with the
more detailed information, including the financial statements and related notes, appearing elsewhere in, or
incorporated by reference into, this prospectus. You should carefully consider, among other things, the matters
discussed in the section entitled "Risk Factors."
Our Company
Owens Corning, a global company incorporated in Delaware, is headquartered in Toledo, Ohio, and is a leading
producer of residential and commercial building materials and glass fiber reinforcements and other similar
materials for composite systems. We operate within two general product categories: building materials, which
includes our Insulating Systems, Roofing and Asphalt, and Other Building Materials and Services reportable
segments, and composites, which includes our Composite Solutions reportable segment. Through our building
materials product category, we manufacture and sell products primarily in the United States, Canada, Europe and
Latin America, and through our composites product category, we manufacture and sell products primarily in the
United States, Canada, Europe, Asia Pacific and Latin America. We maintain leading market positions in both of
our major product categories.
On October 5, 2000, our predecessor company, OCD and certain of its subsidiaries, who we refer to collectively
as the Debtors, filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy
Code to resolve asbestos claims against OCD and certain of its subsidiaries and protect the long-term value of
OCD's business. OCD satisfied the conditions of its plan of reorganization and emerged from bankruptcy on
October 31, 2006, with all asbestos-related liabilities resolved through such plan of reorganization. At such time,
the Company became the holding company for the Owens Corning companies.
Corporate Information
Our principal executive offices are located at One Owens Corning Parkway, Toledo, Ohio 43659, and our
telephone number at that address is (419) 248-8000. Our principal website is located at www.owenscorning.com.
Information on our website does not constitute part of this prospectus.

1
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Document Outline

Local Disk
- #1">Form S-4