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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
USG CORPORATION
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
0009032931
(CUSIP Number)
James B. McHugh, Esq.
The Goldman Sachs Group, L.P.
85 Broad Street
New York, NY 10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 22, 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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 ("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).
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Water Street Corporate Recovery Fund I, L.P.
2
Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3
SEC Use Only
4
Source of Funds
00-WC
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
[ ]
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
9,534,301 shares of Common Stock
8
Shared Voting Power
- - 0 -
9
Sole Dispositive Power
9,534,301 shares of Common Stock
10
Shared Dispositive Power
- - 0 -
11
Aggregate Amount Beneficially Owned by Each Reporting Person
9,534,301 shares of Common Stock
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
21.1%
14
Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Goldman, Sachs & Co.
2
Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3
SEC Use Only
4
Source of Funds
00-WC
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) [ ]
6
Citizenship or Place of Organization
New York
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
9,630,840 shares of Common Stock
8
Shared Voting Power
- - 0 -
9
Sole Dispositive Power
9,630,840 shares of Common Stock
10
Shared Dispositive Power
- - 0 -
11
Aggregate Amount Beneficially Owned by Each Reporting Person
9,630,840 shares of Common Stock
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
21.3%
14
Type of Reporting Person*
HC-BD-PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Goldman Sachs Group, L.P.
2
Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3
SEC Use Only
4
Source of Funds
00
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) [ ]
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
9,630,840 shares of Common Stock
8
Shared Voting Power
- - 0 -
9
Sole Dispositive Power
9,630,840 shares of Common Stock
10
Shared Dispositive Power
- - 0 -
11
Aggregate Amount Beneficially Owned by Each Reporting Person
9,630,840 shares of Common Stock
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
21.3%
14
Type of Reporting Person*
HC-PN
<PAGE>
This statement constitutes Amendment No. 5
("Amendment No. 5") to the Statement on Schedule 13D, dated
May 17, 1993, as amended by Amendment No. 1, dated
January 10, 1994, Amendment No. 2, dated February 22, 1994,
Amendment No. 3, dated March 14, 1994 and Amendment No. 4,
dated March 17, 1994 (collectively, the "Schedule 13D"),
filed by Water Street Corporate Recovery Fund I, L.P.
("Water Street"), Goldman, Sachs & Co. ("Goldman Sachs") and
The Goldman Sachs Group, L.P. ("GS Group" and together with
Water Street and Goldman Sachs, the "Reporting Persons") in
respect of the beneficial ownership by the Reporting Persons
of shares of the common stock, par value $.10 per share (the
"Common Stock"), of USG Corporation, a Delaware corporation
(the "Company"). Capitalized terms used but otherwise not
defined herein shall have the meaning ascribed to them in
the Schedule 13D.
Item 4 is hereby amended as follows:
Item 4. Purpose of the Transaction.
On March 17, 1994, the underwriters in the
Offering of Common Stock exercised in full their
overallotment options to purchase an additional 900,000
shares of Common Stock from the Company and 975,000 shares
of Common Stock from Water Street, in each case, at the
public offering price per share of $29.875. The closing of
that offering (the "Additional Offering") was consummated on
March 22, 1994.
Item 5 is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
On March 22, 1994, the Additional Offering
was consummated resulting in the sale of 900,000 shares of
Common Stock by the Company and 975,000 shares of Common
Stock by Water Street. Water Street received aggregate
proceeds of approximately $28 million, net of the
underwriting discount (but before payment of Water Street's
other expenses), or $28.531 per share.
As of the date hereof, Water Street
beneficially owns 9,418,231 shares of Common Stock and
Warrants to purchase 116,070 shares of Common Stock. As of
the date hereof, Goldman Sachs beneficially owns 96,539
shares of Common Stock and, as the general partner of Water
Street, may be deemed to be the beneficial owner of the
9,418,231 shares of Common Stock and Warrants to purchase
116,070 shares of Common Stock held by Water Street. In
addition, GS Group may be deemed to be the beneficial owner
of (i) the 9,418,231 shares of Common Stock and Warrants to
purchase 116,070 shares of Common Stock held by Water Street
and (ii) the 96,539 shares of Common Stock held by Goldman
Sachs. Accordingly, Water Street, Goldman Sachs and GS
Group beneficially own (without giving effect to the
Warrants owned by Water Street) 21% of the outstanding
shares of Common Stock. Assuming that Water
<PAGE>
Street exercises all of its Warrants, but that no other Warrants
are exercised, Water Street, Goldman Sachs and GS Group
would beneficially own 21% of the outstanding shares of
Common Stock.
<PAGE>
SIGNATURE
Each of the undersigned certifies, after reasonable
inquiry and to the best of its knowledge and belief, that
the information set forth in this statement is true,
complete and correct.
WATER STREET CORPORATE RECOVERY FUND I, L.P.
By: GOLDMAN, SACHS & CO.
General Partner
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: General Partner
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: General Partner
THE GOLDMAN SACHS GROUP, L.P.
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: General Partner
Dated: March 23, 1994
