As filed with the Securities and Exchange Commission on March 17, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
USG CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3329400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 SOUTH FRANKLIN STREET, CHICAGO, ILLINOIS 60606
Address of principal executive offices) (Zip Code)
MANAGEMENT PERFORMANCE PLAN OF USG CORPORATION
(Full title of the plan)
DEAN H. GOOSSEN Telephone number,
CORPORATE SECRETARY including area code,
USG CORPORATION of agent for service:
125 SOUTH FRANKLIN STREET
CHICAGO, ILLINOIS 60606 (312) 606-4000
(Name and address of agent for service)
<TABLE>
<CAPTION> CALCULATION OF REGISTRATION FEE
<C> <C> <C>
Proposed Proposed
maximum maximum
<S> <C> offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per share<F1> price<F1> fee
Common Stock,
$0.10 par value .... 2,788,350 shares<F2> $29.75 $82,953,413 $28,605
<F1> Estimated solely for the purpose of calculating the
registration fee and based on the average of the
high and low prices of a share of Common Stock,
$0.10 par value, of the registrant on the New York
Stock Exchange composite tape on March 10, 1994.
<F2> There is also registered hereunder an equal number
of Preferred Share Purchase Rights, which initially
will be attached to and transferable only with the
Common Stock, $0.10 par value.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference
in the registration statement:
(a) The previously filed registration statement, File
No. 33-22930, on Form S-8 covering Common Stock and accompanying
Preferred Share Purchase Rights offered pursuant to the 1988
Management Performance Plan of USG Corporation.
(b) The registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, filed pursuant to
Section 13(a) of the Securities Act of 1934.
All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all shares offered have been sold
or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 in
each year during which the offering made by this registration
statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by
reference in this registration statement or be a part hereof from
and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration
statement.
II-1
Item 8. Exhibits
The following are filed as exhibits to this
registration statement:
4(d)(i) First Amendment to Management Performance Plan of
USG Corporation, incorporated by reference to Exhibit
10 (aq) to Amendment No. 1 to registrant's Registration
Statement No. 33-51845 on Form S-1.
4(e) Form of Nonqualified Stock Option, incorporated by reference
to Exhibit 10 (as) to Amendment No. 1 to registrant's
Registration Statement No. 33-51845 on Form S-1.
5 Opinion (including consent) of McDermott,
Will & Emery, special counsel with respect to
the Management Performance Plan of USG
Corporation.
23 Consent of Arthur Andersen & Co., independent
public accountants.
24 Power of Attorney dated February 9, 1994.
Item 9. Undertakings
The registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
of the Certificate of Incorporation or Bylaws of the registrant
or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
expressed in the Act and will be governed by the final
adjudication of such issue. The foregoing undertaking applies
both to this Registration Statement and the registrant's
registration statement on Form S-8, File No. 33-22930, heretofore
filed with the Securities and Exchange Commission.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8, and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on
March 17, 1994.
USG CORPORATION
By: /s/ Dean H. Goossen
Dean H. Goossen
Corporate Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
/s/ Eugue B. Connolly March 17, 1994
EUGENE B. CONNOLLY
Chairman of the Board,
Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Richard H. Fleming March 17, 1994
RICHARD H. FLEMING
Vice President and
Chief Financial Officer
(Principal
Financial Officer)
/s/ Raymond T. Belz March 17, 1994
RAYMOND T. BELZ
Vice President and
Controller
(Principal Accounting Officer)
ROBERT L. BARNETT, KEITH A. BROWN ) By: /s/ Dean H. Goossen
W.H. CLARK, JAMES C. COTTING, ) Dean H. Goossen
LAWRENCE M. CRUTCHER, WADE ) attorney-in-fact
FETZER III, DAVID W. FOX, ) Pursuant to Power of Attorney
PHILIP C. JACKSON, JR., ) (Exhibit 24 hereto)
MARVIN E. LESSER, ALAN G. ) March 17, 1994
TURNER, BARRY L. ZUBROW )
II-3
EXHIBIT INDEX
Sequential
Exhibit No. Description Page
4(d)(i) First Amendment to Management --
Performance Plan of USG Corporation,
incorporated by reference to Exhibit
10 (aq) to Amendment No. 1 to
registrant's Registration Statement
No. 33-51845 on Form S-1.
4(e) Form of Nonqualified Stock Option, --
incorporated by reference to
Exhibit 10 (as) to Amendment No. 1
to registrant's Registration Statement
No. 33-51845 on Form S-1.
5 Opinion (including consent) of
McDermott, Will & Emery, special
counsel with respect to the
Management Performance Plan of USG
Corporation.
23 Consent of Arthur Andersen & Co.,
independent public accountants.
24 Power of Attorney dated
February 9, 1994.
II-4
EXHIBIT 5
McDERMOTT, WILL & EMERY
March 17, 1994
USG Corporation
125 South Franklin Street
Chicago, Illinois 60606-4678
Re: 2,788,350 Shares of Common Stock ($.10 par value) and
2,788,350 Preferred Share Purchase Rights in connection
with the Management Performance Plan of USG Corporation
(the "Plan")
Ladies and Gentlemen:
We have acted as counsel for USG Corporation (the
"Company") in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
for the registration under the Securities Act of 1933, as
amended, of 2,788,350 shares of the Company's Common Stock, $.10
par value (the "Common Stock"), which may be issued pursuant to
the Plan and 2,788,350 Preferred Share Purchase Rights which
currently are attached to, and trade with, the Common Stock.
We have examined or considered:
1. A copy of the Company's Restated Certificate of
Incorporation.
2. The By-Laws of the Company.
3. Confirmation of the Secretary of State of Delaware,
as of a recent date, as to the good standing of the Company
in that state.
4. Copies of resolutions duly adopted by the Board of
Directors of the Company relating to the Plan.
5. Copies of the Plan and all amendments thereto to
date.
In addition to the examination outlined above, we have
conferred with various officers of the Company and have
ascertained or verified, to our satisfaction, such additional
facts as we deemed necessary or appropriate for the purposes of
this opinion.
The Plan was amended effective as of November 15, 1993.
We are of the opinion that:
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Delaware.
(b) All legal and corporate proceedings necessary for
the issuance of the shares of Common Stock pursuant to the
Plan have been duly taken, and the Common Stock, upon
issuance pursuant to the terms of the Plan, and the
Preferred Share Purchase Rights, will be duly authorized,
legally and validly issued, fully paid and nonassessable.
We hereby consent to all references to our Firm in the
Registration Statement and to the filing of this opinion by the
company as an Exhibit to the Registration Statement.
Very truly yours,
McDermott, Will & Emery
LMK/aep
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 31, 1994, included in USG Corporation's
Form 10-K for the year ended December 31, 1993, and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN & CO.
Chicago, Illinois,
March 15, 1994.
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, the Board of Directors of USG Corporation (the
"Corporation") has approved the filing of a Registration
Statement on Form S-8 relating to shares of the Corporation's
common stock issuable in connection with grant awards under the
Corporation's Management Performance Plan (the "Registration
Statement");
NOW, THEREFORE:
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Eugene B.
Connolly, Arthur G. Leisten and Dean H. Goossen and each of them,
his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for and in his or
her name, place and stead, in any and all capacities, to sign the
Registration Statement and any or all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
This power of attorney has been signed as of February 9,
1994 by the following persons.
/s/ Eugene C. Connolly /s/ David W. Fox
Eugene B. Connolly David W. Fox
Chairman of the Board, Director
Chief Executive Officer,
and Director
/s/ Anthony J. Falvo, Jr. /s/ Philip C. Jackson, Jr.
Anthony J. Falvo, Jr. Philip C. Jackson, Jr.
Vice Chairman and Director
Director
/s/ Robert L. Barnett /s/ Marvin E. Lesser
Robert L. Barnett Marvin E. Lesser
Director Director
/s/ Keith A. Brown
Keith A. Brown John B. Schwemm
Director Director
/s/ W. H. Clark
W. H. Clark Judith A. Sprieser
Director Director
/s/ James C. Cotting /s/ Alan G. Turner
James C. Cotting Alan G. Turner
Director Director
/s/ Lawrence M. Crutcher /s/ Barry L. Zubrow
Lawrence M. Crutcher Barry L. Zubrow
Director Director
/s/ Wade Fetzer III
Wade Fetzer III
Director
