As filed with the Securities and Exchange Commission on December 26, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
1995 LONG-TERM EQUITY PLAN
(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 (312) 606-4000
CHICAGO, ILLINOIS 60606
(Name and Address of Agent For Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered<F1>,<F2> Per Share<F3> Price<F3> Fee
<S> <C> <C> <C> <C>
Common Stock, par value 900,000 Shares $28.8125 $25,931,250 $8,942
$.10 per share
<FN>
<F1> An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
<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.
<F3> Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) and (h) under the Securities Act of
1933 on the basis of the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange on
December 21, 1995.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement:
(1) The Annual Report of USG Corporation (the "Company") on Form 10-K
for the fiscal year ended December 31, 1994, which has heretofore been filed by
the Company with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act").
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarterly periods ended March 31, June 30, and September 30, 1995, which have
heretofore been filed by the Company with the Commission pursuant to the 1934
Act.
(3) All other reports filed by the Company and the Plan pursuant to
Section 13(a) or 15(d) of the 1934 Act since December 31, 1994.
(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the 1934 Act.
All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into 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 1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Company'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 Reports.
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.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law and Article Tenth
of the Certificate of Incorporation of the Company provide for indemnification
of directors and officers for expenses (including reasonable amounts paid in
settlement) incurred in defending actions brought against them.
The Company maintains directors and officers liability insurance
covering all directors and officers of the Company against claims arising out of
the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the 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 as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned 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 the 26th day of December, 1995.
USG CORPORATION
By: /s/ Richard H. Fleming
Richard H. Fleming
Senior Vice President and
Chief Financial Officer
Pursuant to the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 26th day of December, 1995.
Signature Title
* Chairman of the Board, Chief Executive Officer
Eugene B. Connolly and Director (Principal Executive Officer)
* President, Chief Operating Officer and Director
William C. Foote
/s/ Richard H. Fleming Vice President and Chief Financial Officer
Richard H. Fleming (Principal Financial Officer)
/s/ Raymond T. Belz Vice President and Controller
Raymond T. Belz (Principal Accounting Officer)
* Director
Robert L. Barnett
* Director
Keith A. Brown
* Director
W.H. Clark
* Director
James C. Cotting
* Director
Lawrence M. Crutcher
* Director
David W. Fox
* Director
Philip C. Jackson, Jr.
* Director
Marvin E. Lesser
* Director
John B. Schwemm
* Director
Judith A. Sprieser
*By: /s/ Dean H. Goossen
Dean H. Goossen
Attorney-in-fact
EXHIBIT INDEX
Exhibit Number Description
4.1 The Company's Restated Certificate of Incorporation, as amended
(incorporated herein by reference to Exhibit 3.1 of the Company's
Form 8-K, dated May 7, 1993).
4.2 The Company's Amended and Restated By-Laws (incorporated herein by
reference to Exhibit 3(b) of Amendment No. 1 to the Company's
Registration Statement No. 33-61162 on Form S-1, dated June 16,
1993).
5* Opinion (including consent) of McDermott, Will & Emery.
15* Letter of Arthur Andersen LLP regarding unaudited interim
financial information.
23.1* Consent of Arthur Andersen LLP.
24* Power of Attorney.
*Filed herewith.
EXHIBIT 5
McDermott, Will & Emery
December 26, 1995
USG Corporation
125 South Franklin Street
Chicago, Illinois 60606-4678
Re: 900,000 Shares of Common Stock (.10 par value)
and 900,000 Preferred Share Purchase Rights
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 900,000 shares of the Company's Common
Stock, .10 par value (the "Common Stock"), which may be issued pursuant to the
Company's 1995 Long-Term Equity Plan (the "Plan") and 900,000 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. Telephonic 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, A copy of the Plan.
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.
Based upon the foregoing, 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
shares of Common Stock under 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,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
WJQ/GML
EXHIBIT 15
December 21, 1995
USG Corporation
125 South Franklin Street
Chicago, Illinois 60660
We are aware that USG Corporation has incorporated by reference into its Form
S-8 Registration Statement its Forms 10-Q for the quarters ended March 31, 1995,
June 30, 1995, and September 30, 1995, which include our reports dated April 21,
1995, July 21, 1995, and October 18, 1995 covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, those reports are not considered a part of the
registration statement prepared or certified by our firm or reports prepared or
certified by our firm within the meaning of Sections 7 and 11 of the Act.
Very Truly Yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
EXHIBIT 23.1
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 26, 1995
included in USG Corporation's Form 10-K for the year ended December 31, 1994,
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
December 21, 1995
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 1995 Long-Term Equity Plan (the "Registration Statement");
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that each person whose name
appears below constitutes and appoints Eugene B. Connolly, William C. Foote, and
Dean H. Goossen and each of the, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for and in is 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 substitutes, may lawfully do or cause to
be done by virtue hereof.
This power of attorney has been signed as of the 8th day of November, 1995,
by the following persons:
/s/ Eugene B. Connolly /s/ W.H. Clark
Eugene B. Connolly, W.H. Clark,
Chairman of the Board and Director
Chief Executive Officer, and Director
/s/ William C. Foote /s/ James C. Cotting
William C. Foote, James c. Cotting,
President and Chief Operating Director
Officer, and Director
/s/ Robert L. Barnett /s/ Lawrence M. Crutcher
Robert L. Barnett, Lawrence M. Crutcher,
Director Director
/s/ Keith A. Brown /s/ David W. Fox
Keith A. Brown, David W. Fox,
Director Director
/s/ Philip C. Jackson /s/ John B. Schwemm
Philip C. Jackson, John B. Schwemm,
Director Director
/s/ Marvin E. Lesser /s/ Judith A. Sprieser
Marvin E. Lesser, Judith A. Sprieser,
Director Director
