As filed with the Securities and Exchange Commission on August 22, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
Registration Statement Under
the Securities Act of 1933
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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)
USG CORPORATION
OMNIBUS MANAGEMENT INCENTIVE 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)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1,2) Per Unit (3) Price (3) Fee
Common Stock, par value
$.10 per share 1,650,000 Shares $44.9375 $74,146,875 $24,468.47
</TABLE>
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(1) An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plan become operative.
(2) 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.
(3) 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 August 21, 1997.
<PAGE>
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, 1996, 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, and June 30, 1997, 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, 1996.
(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 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.
The legality of the Common Stock and attached Preferred Share
Purchase Rights issuable in connection with awards under the Plan will be passed
upon by Dean H. Goossen, Corporate Secretary and an officer and a employee of
the Company. On the date of this Registration Statement, Mr. Goossen held
options for the purchase of 33,500 shares of Common Stock granted under
predecessor plans, of which options for 25,000 shares are exercisable within 60
days of this Registration Statement. In addition, Mr. Goossen holds 1,500 shares
of performance-based restricted stock which are subject to corporate performance
and risk of forfeiture until January, 2000. Mr. Goossen will be eligible for
subsequent awards under the Plan. No other expert named in the Registration
Statement has any reportable interest.
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 13th day of August, 1997.
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 13th day of August, 1997.
/s/ Willaim C. Foote *
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William C. Foote James C. Cotting
Chairman, Chief Executive Officer and Director Director
(Principal Executive Officer)
/s/ P. Jack O'Bryan *
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P. Jack O'Bryan Lawrence M. Crutcher
President, Chief Operating Officer and Director Director
/s/ Richard H. Fleming *
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Richard H. Fleming W. Douglas Ford
Senior Vice President and Chief Financial Officer Director
(Principal Financial Officer)
/s/ Raymond T. Belz *
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Raymond T. Belz David W. Fox
Vice President and Controller Director
(Principal Accounting Officer)
* *
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Robert L. Barnett Philip C. Jackson, Jr.
Director Director
* *
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Keith A. Brown Marvin E. Lesser
Director Director
* *
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W.H. Clark John B. Schwemm
Director Director
*
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Judith A. Sprieser
Director
*By: /s/ Dean H. Goossen
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Dean H. Goossen
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Number Description
<S> <C>
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 of Counsel (including consent) of Dean H. Goossen, Corporate Secretary and
Counsel, USG Corporation.
15* Letter of Arthur Andersen LLP regarding unaudited interim financial information.
23.1* Consent of Arthur Andersen LLP.
24* Power of Attorney.
*Filed herewith.
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EXHIBIT 5
August 22, 1997
USG Corporation
125 South Franklin Street
Chicago, Illinois 60606-4678
Re: 1,650,000 Shares of Common Stock
($0.10 par value) and 1,650,000
Preferred Share Purchase Rights
Ladies and Gentlemen:
I 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 1,650,000 shares of the Company's Common Stock, $0.10 par value
(the "Common Stock"), which may be issued pursuant to the Company's Omnibus
Management Incentive Plan (the "Plan") and 1,650,000 Preferred Share Purchase
Rights which currently are attached to, and trade with, the Common Stock.
I have examined or considered:
1. A copy of the Company's Restated
Certificate of Incorporation.
2. The By-Laws of the Company.
3. Copies of resolutions duly adopted by the Board
of Directors of the Company relating to the Plan.
4. A copy of the Plan.
In addition to the examination outlined above, I have conferred with various
officers of the Company and have ascertained or verified, to my satisfaction,
such additional facts as I deemed necessary or appropriate for the purposes of
this opinion.
Based upon the foregoing, I am 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.
I hereby consent to all references to me 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/ Dean H. Goossen
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Dean H. Goossen
August 22, 1997
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, and
June 30, 1997, which include our reports dated April 21, and July 21, 1997,
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
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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 report dated January 27, 1997,
included in USG Corporation's Form 10-K for the year ended December 31, 1996,
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Chicago, Illinois
August 22, 1997
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 Omnibus Management Incentive Plan (the "Registration
Statement");
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that each person whose name
appears below constitutes and appoints William C. Foote, Richard H. Fleming, 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 substitutes, may lawfully do or cause to
be done by virtue hereof.
This power of attorney has been signed as of the 13th day of August, 1997,
by the following persons:
/s/ Robert L. Barnett /s/ David W. Fox
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Robert L. Barnett David W. Fox
Director Director
/s/ Keith A. Brown /s/ Philip C. Jackson, Jr.
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Keith A. Brown Philip C. Jackson, Jr.
Director Director
/s/ W.H. Clark /s/ Marvin E. Lesser
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W.H. Clark Marvin E. Lesser
Director Director
/s/ James C. Cotting /s/ John B. Schwemm
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James C. Cotting John B. Schwemm
Director Director
/s/ Lawrence C. Crutcher /s/ Judith A. Sprieser
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Lawrence C. Crutcher Judith A. Spreiser
Director Director
/s/ W. Douglas Ford
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W. Douglas Ford
Director
