SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 24, 1995.
USG Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 1-8864
Delaware 36-3329400
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
125 South Franklin Street, Chicago, Illinois 60606-4678
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 312) 606-4000
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Item 5. Other Events.
USG Corporation today announced that its largest shareholder, Water
Street Corporate Recovery Fund I, L.P., owner of approximately 21% of USG's
common stock, has distributed its holdings to approximately 75 limited
partners and its general partner, Goldman, Sachs & Co.. An agreement between
USG Corporation, Water Street and Goldman Sachs was terminated and two Goldman
Sachs partners, Barry L. Zubrow and Wade Fetzer III, who have served on USG's
Board of Directors since May, 1993, have resigned as Directors. For further
information, see the press release announcing such development included as an
exhibit to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(28) Press release issued by USG Corporation on May 24, 1995.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
USG CORPORATION
Registrant
Date: May 24, 1995 By: /S/Dean H. Goossen
Its: Corporate Secretary
Corporate Communications Department
Phone: (312) 606-4124
Investor Communications Department
Phone: (312) 606-4125
PR USG #95-28
Release as US1 and IRW
USG SHARES DISTRIBUTED TO WATER STREET INVESTORS;
GOLDMAN SACHS DIRECTORS RESIGN
Chicago, Ill., May 24, 1995 -- USG Corporation today announced that its
largest shareholder, Water Street Corporate Recovery Fund I, L.P., owner of
approximately 21% of the USG common stock, has distributed its common stock
holdings of 9,418,231 shares to its approximately 75 limited partners and its
general partner, Goldman, Sachs & Co. As a consequence, Water Street and USG
have terminated an agreement dated February 25, 1993, governing their
relationship which was part of USG's prepackaged bankruptcy plan of
reorganization in May 1993. In addition, on May 23, 1995, two Goldman Sachs
partners, Barry L. Zubrow and Wade Fetzer III, have resigned as directors of
USG, and Goldman Sachs has waived any future right to designate directors of
USG and obtain non-public data or information from USG.
USG stated that the actions relating to Water Street's distribution of these
shares and the actions involving its relationship with Water Street and
Goldman Sachs were mutually agreed upon, and USG believes the distribution of
shares and termination of the agreement will be beneficial to the long term
interests of the corporation and its shareholders. Eugene B. Connolly,
chairman and chief executive officer of USG, commented: "We are pleased with
this development as it reconfirms the important progress we have made toward
full financial recovery, and we are grateful for the support we have received
from our largest shareholder since they joined us in May 1993."
Water Street acquired the USG shares in exchange for its holdings of USG
subordinated debt which it acquired during 1990-1991. The exchange was part
of USG's plan of reorganization made effective in May 1993.
