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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. 7)
USG CORPORATION
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
0009032931
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(CUSIP Number)
David J. Greenwald, Esq.
The Goldman Sachs Group, L.P.
85 Broad Street
New York, NY 10004
(212) 902-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 28, 1995
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(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 of 7 pages
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CUSIP No. 0009032931 Page 2 of 7 Pages
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
7 Sole Voting Power
Number of 1,950,937 shares of Common Stock
Shares
Beneficially 8 Shared Voting Power
Owned By 128,428
Each
Reporting 9 Sole Dispositive Power
Person 1,950,937 shares of Common Stock
With
10 Shared Dispositive Power
128,428
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,079,365 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)
4.6%
14 Type of Reporting Person*
HC-BD-PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 0009032931 Page 3 of 7 Pages
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
7 Sole Voting Power
Number of 1,950,937 shares of Common Stock
Shares
Beneficially 8 Shared Voting Power
Owned By 128,428
Each
Reporting 9 Sole Dispositive Power
Person 1,950,937 shares of Common Stock
With
10 Shared Dispositive Power
128,428
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,079,365 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)
4.6%
14 Type of Reporting Person*
HC-PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 0009032931 Page 4 of 7 Pages
This statement constitutes Amendment No. 7
("Amendment No. 7") to the Statement on Schedule 13D, dated May
17, 1993, as amended (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 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 not defined herein shall
have the meaning ascribed to them in the Schedule 13D.
Item 5 is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
------------------------------------
On November 28, 1995, the Reporting Persons
distributed (the "Distribution") 658,995 shares of Common Stock
owned by them to partners of Goldman Sachs and GS Group (the
"Partners"). Immediately after the Distribution, Goldman Sachs
and GS Group each ceased to be the beneficial owner of more than
5% of the outstanding shares of Common Stock.
As of the date hereof, Goldman Sachs
beneficially owns 1,788,897 shares of Common Stock (including
options to acquire 51,800 shares of Common Stock) and may be
deemed to be the beneficial owner of 128,428 shares of Common
Stock currently held in managed accounts (the "Managed Accounts")
for which Goldman Sachs exercises voting and/or investment
authority. In addition, as the general partner of Water Street,
Goldman Sachs may be deemed to be the beneficial owner of
Warrants to purchase 116,070 shares of Common Stock and 45,970
shares of Common Stock held by Water Street. In addition, GS
Group may be deemed to be the beneficial owner of (i) the
Warrants to purchase 116,070 shares of Common Stock and 45,970
shares of Common Stock held by Water Street, (ii) the 1,788,897
shares of Common Stock held by Goldman Sachs (including options
to acquire 51,800 shares of Common Stock), and (iii) the 128,428
shares of Common Stock held in Managed Accounts with respect to
which Goldman Sachs may be deemed to be the beneficial owner.
Accordingly, Goldman Sachs and GS Group may be deemed to
beneficially own (without giving effect to the Warrants owned by
Water Street) 4.3% of the outstanding shares of Common Stock.
Assuming that Water Street exercises all of its Warrants, but
that no other Warrants are exercised, Goldman Sachs and GS Group
may be deemed to beneficially own 4.6% of the outstanding shares
of Common Stock. Goldman Sachs and GS Group each disclaims
beneficial ownership of the shares of Common Stock held in
Managed Accounts.
A schedule describing all transactions in the
Common Stock effected by the Reporting Persons during the past
sixty days is attached hereto as Exhibit L and incorporated by
reference herein.
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CUSIP No. 0009032931 Page 5 of 7 Pages
SIGNATURE
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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.
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: November 30, 1995
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CUSIP No. 0009032931 Page 6 of 7 Pages
Index to Exhibits
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Exhibit Description Page
- ------- ----------- ----
L Schedule of Transactions
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CUSIP No. 0009032931 Page 7 of 7 Pages
Exhibit L
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USG Corp.
Trade Date 29-SEP-95 thru 27-NOV-95 check thru 27-NOV-95
Off RR Account Account Name
Cusip Sid Ticker
Security
Description
Type TradeDate -----------------------
Sett/Date Ref. Num RLT
Pur-
chased Sold Price
903293-40-5 0325M-0 USG USG CORP (NEW)
17-OCT-95 20-OCT-95 1017-270891-12 (12) 10,000 29.00
903293-40-5 0325M-0 USG USG CORP (NEW)
16-NOV-95 21-NOV-95 1116-270820-12 (12) 7,000 30.287
903293-40-5 0325M-0 USG USG CORP (NEW)
16-NOV-95 21-NOV-95 1116-270819-12 (12) 10,000 30.287
9PG756-48-5 921E8-8 USG04A6D CALL EX JAN 04, 96 28.5USD
USG OTC EURO
10-OCT-95 13-OCT-95 1010-013160-12 518 1.15
(353)
903293-40-5 0325M-0 USG USG CORP (NEW)
09-OCT-95 12-OCT-95 1009-013130-12 (12) 6,000 27 5/8
09-OCT-95 12-OCT-95 1009-013138-12 (12) 9,000 27 5/8
10-OCT-95 13-OCT-95 1010-013139-12 (12) 5,000 27 2/4
10-OCT-95 13-OCT-95 1010-013144-12 (12) 5,000 27 2/4
08-NOV-95 13-NOV-95 1108-013134-12 (12) 5,000 29 3/4
9PG756-48-5 92IE8-8 USG04A6D CALL EX JAN 04, 96 28.5USD
USG OTC EURO
10-OCT-95 13-OCT-95 1010-013160-13 518 1.15
(353)
903293-40-5 0325M-0 USG USG CORP (NEW)
09-NOV-95 14-NOV-95 1109-080256-12 (12) 4,400 29 7/8
09-NOV-95 14-NOV-95 1109-080257-12 (12) 1,000 29 2/4
09-NOV-95 14-NOV-95 1109-080258-12 (12) 500 29 2/4
903293-40-5 0325M-0 USG USG CORP (NEW)
09-NOV-95 14-NOV-95 1109-080259-12 (12) 2,900 29 2/4
16-NOV-95 21-NOV-95 1116-092010-13 (350) 50,000 30.00
16-NOV-95 21-NOV-95 1116-092508-12 (12) 2,500 30.00
16-NOV-95 21-NOV-95 1116-092509-12 (12) 1,500 30.00
16-NOV-95 21-NOV-95 1116-092510-12 (12) 10,000 30 1/4
16-NOV-95 21-NOV-95 1116-092511-12 (12) 5,000 30 3/8
16-NOV-95 21-NOV-95 1116-092512-12 (12) 31,000 30 1/4
903293-40-5 0325M-0 USG USG CORP (NEW)
13-OCT-95 18-OCT-95 1013-300821-12 (12) 1,037 29 1/4
13-OCT-95 18-OCT-95 1013-300822-12 (12) 1,037 29.00
All transactions were effected by Goldman Sachs on the New York
Stock Exchange.
