Fibreboard Corp Watch

from SC 13D/A 1 page Schedule II Information With Respect to Transactions Effected During the Past Sixty Days or Since the Most Recent Filing on Schedule 13d (1) Shares Purchased Average Date Sold(-) Price(2) Common Stock-Fibreboard Corp. Gabelli Foundation 6/27/97 10,000- 55.0000 Gil II, Ltd. 6/27/97 13,000- 55.0000 Gabelli Funds, Inc. the Gabelli Global Multi Media Trust 6/27/97 35,000- 55.0000 the Gabelli Equity Trust,inc. 6/27/97 15,000- 55.0000 the Gabelli Equity Income Fund 6/27/97 20,000- 55.0000 the Gabelli Convertible Securities Fund 6/27/97 50,000- 55.0000 the Gabelli Capital Asset Fund 6/27/97 10,000- 55.0000 the Gabelli Abc Fund 6/27/97 40,000- 55.0000 Gamco Investors, Inc. 6/27/97 388,600- 55.0000 6/23/97 500- 54.6563 6/23/97 7,000- 54.7500 6/23/97 500 54.6563 6/20/97 1,000- 54.8125 Gabelli Associates Ltd 6/27/97 20,000- 55.0000 Gabelli Associates Fund 6/27/97 161,200- 55.0000 (1) the Transactions on 6/27/97 Were in Connection With the Tender Offer Described in Item (5) of This Amendment to Schedule 13d. All Other Transactions Were Effected on the American Stock Exchange. (2) Price Excludes Commission. 30

from SC 13D/A ~5 pages Underwriting agreement

from SC 14D9 ~5 pages Letter of Fibreboard Corporation

from SC 13D/A 1 page <page> Exhibit 1 Carl R. Pohlad 3800 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, Mn 55402 612/661-3800 612/661-3803(fax) April 12, 1994 Board of Directors of Fibreboard Corporation California Plaza 2121 North California Boulevard Suite 560 Walnut Creek, California 94596 Attention: Mr. John D. Roach, Chairman Gentlemen: I Am Disappointed by the Nature of Your Reaction to My Letter of March 11, 1994 and My Proposal for a Cash Merger Between Fibreboard Corporation and an Entity to Be Organized by Myself, Members of the Pohlad Family and Other Entities Controlled by US. We Are Surprised by Your Immediate Out-Of-Hand "Knee-Jerk" Rejection of Our Good-Faith Proposal. Surely, Considering the Timing of Your Response, Not Much Analysis, if Any, Could Have Been Given to the Potential Benefits of Our $42.50 Proposal to Your Shareholders. Despite Your Reaction, We Remain Willing to Go Forward on a Friendly Basis to Explore a Potential Transaction Which Would Bring Value to Your Shareholders. After Considering the Situation Further, We Are Comfortable in Raising Our Proposal to $45 Per Share in Cash, Subject to Due Diligence. in Addition, We Are Prepared to Commence a Due-Diligence Investigation and Explore Whether There Is Additional Value in the Company to Justify a Further Potential Increase in Price. <page> <page> We Trust That Our New Proposal Will Be Given the Proper Attention and Analysis by Your Board. We Are Anxious to Talk With Both You and Your Board of Directors and to Explore This Possibility. Sincerely, /S/ Carl R. Pohlad Carl R. Pohlad

from SC 13D/A 1 page <page> Exhibit 1 Carl R. Pohlad 3800 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, Mn 55402 612/661-3800 612/661-3803(fax) March 11, 1994 Board of Directors of Fibreboard Corporation California Plaza 2121 North California Boulevard Suite 560 Walnut Creek, California 94596 Attention: John D. Roach, Chairman Gentlemen: I Am Writing to You on Behalf of an Entity to Be Organized by Myself, Members of the Pohlad Family and Entities Controlled by US. This Entity Will Be Formed for the Purpose of Pursuing a Friendly Transaction With Fibreboard Corporation (The "Company"). We Are Pleased to Proposed a Merger or Other Business Combination Transaction With the Company Pursuant to Which All Shareholders of the Company Would Receive $42.50 Per Share in Cash. Our Proposal and Any Such Transaction Would Be Subject to the Satisfactory Conclusion of a Due Diligence of the Company and the Execution of Mutually Satisfactory Documentation. if the Results of the Investigation Demonstrate to US Additional Value in the Company, We Would Be Prepared to Increase the Proposal. in Addition, the Transaction Would Also Be Subject to the Obtaining of All Requisite Government Regulatory Approvals. I, Along With the Members of My Organization, Expect to Have a Major Role in Structuring the Proposed Transaction and Working With the Company on an Ongoing Basis. We Would Be Happy to Discuss Our Proposal With the Board of Directors or Its Designated Representatives at Your Earliest Convenience. I Look Forward to Hearing From You in Hopes of Working With You Toward Our Mutual Goal of Enhancing Shareholder Value. <page> <page> Sincerely, /S/ Carl R. Pohlad Carl R. Pohlad Crp/as by Federal Express and Fax