Page 1 of 5 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
National Gypsum Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
636317109
(CUSIP Number)
Marion A. Cowell, Jr., First Union Corporation,
One First Union Center, Charlotte, NC 28288 (704) 374-6828
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 23, 1994
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ] .
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
This document contains 5 pages.
The exhibit index begins on page 5.
<PAGE>
SCHEDULE 13D
CUSIP NO. 636317109 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST UNION CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NC
7 SOLE VOTING POWER
820,735
8 SHARED VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 813,735
WITH
10 SHARED DISPOSITIVE POWER
5,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,735
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
CO
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Page 3 of 5 pages
PRELIMINARY STATEMENT
This Amendment No. 1 (this "Amendment") amends and supplements
the Statement on Schedule 13D filed with the Securities and Exchange
Commission on November 23, 1994 (the "Statement"), with respect to the
shares of Common Stock, $.01 par value per share (the "Common Stock"),
of National Gypsum Company, a Delaware corporation (the"Issuer"), by
First Union Corporation (the "Reporting Person"). Capitalized terms
used herein without definition have the same meaning as those
ascribed to them in the Statement. Information contained herein with
respect to the beneficial ownership of Common Stock by persons other
than the Reporting Person has been obtained from public filings under
the Securities Exchange Act of 1934, as amended, or has been provided
to the Reporting Person by the relevant party. The Reporting Person
has not independently verified and assumes no responsibility for the
accuracy or completeness of such information.
Item 5. Interest in Securities of the Issuer.
(a) Delcor has reported in a Schedule 13D filing with the
Securities and Exchange Commission that as a result of the
termination on November 23, 1994 of a M e morandum of Understanding
between Delcor's parent corporation, Golden Eagle Industries, Inc.
("Golden Eagle") and Lafarge Coppee S.A. ("Lafarge"), pursuant to
which Golden Eagle and Delcor may have been deemed to beneficially
own the shares of Common Stock beneficially owned by Lafarge,
Delcor may no longer be deemed to beneficially own the 2,087,958
shares of Common Stock beneficially owned by Lafarge and certain
subsidiaries of Lafarge. Accordingly, Delcor has reported beneficial
ownership of 3,872,235 shares of Common Stock (or 19.0 percent of the
outstanding shares based on 20,362,413 shares of Common Stock
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q
for the period ended September 30, 1994).
(b) The following table sets forth, with respect to each
of the Reporting Person, Delcor and NationsBank Corporation, the number
of shares of Common Stock as to which such person has sole power to vote
or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or direct the disposition, or shared power to dispose
or direct the disposition.
<TABLE>
<CAPTION>
Sole Shared Sole Power Shared Power
Person Voting Power Voting Power to Dispose to Dispose
<S> <C> <C> <C> <C>
Reporting Person 820,735 0 813,735 5,500
Delcor 0 3,872,235 0 3,872,235
NationsBank Corporation 8,799 0 6,646 0
</TABLE>
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Page 4 of 5 pages
Signatures.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment is
true, complete and correct.
Dated: November 29, 1994
FIRST UNION CORPORATION
By: /s/ W. Barnes Hauptfuhrer
W. Barnes Hauptfuhrer
Senior Vice President
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Page 5 of 5 pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT TITLE NUMBERED PAGE
<S> <C> <C>
1 * Certain information regarding the directors
and executive officers of First Union
Corporation
2* Commitment letter of First Union Corporation and
First Union National Bank of North Carolina
dated November 15, 1994 addressed to Delcor, Inc.
3* Letter dated November 15, 1994 from Delcor, Inc.
to the Board of Directors of National Gypsum Company
setting forth the terms of a proposed merger
between a company to be formed by Delcor, Inc.
and National Gypsum Company
4* Commitment letter of NationsBank Corporation and
NationsBank of North Carolina, N.A. dated
November 15, 1994 addressed to Delcor, Inc.
5* Certain information regarding Delcor, Inc.
6* Certain information regarding NationsBank
Corporation
_________________________
* Previously filed
</TABLE>
