SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
USG CORPORATION
---------------------------------
(Name of Issuer)
Common Stock ($.10 par value)
--------------------------------
(Title of Class of Securities)
903293405
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(CUSIP Number)
Ronald N. Graves, Esq.
John R. Simplot Self-Declaration of Revocable Trust
999 Main Street
Boise, Idaho 83702
Telephone: (208) 336-2110
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(Names, addresses and telephone numbers of persons
authorized to receive notices and communications)
December 17, 1998
-------------------
(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 statement because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box: [ ]
<PAGE>
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
J.R. Simplot/J.R. Simplot Self Declaration of Revocable
Trust
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 4,227,300
Shares
Beneficially 8) Shared Voting Power 60,000
Owned
by Each 9) Sole Dispositive Power 4,227,300
Reporting
Person With: 10) Shared Dispositive Power 60,000
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
4,287,300 shares
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Represented by Amount in Row (11)
8.63%
14) Type of Reporting Person
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER
- -----------------------------
The class of securities to which this Statement relates
is the common stock, par value $.10 per share (the "Stock"), of
USG Corporation (the "Issuer"), whose address is 125 S. Franklin
Street, Chicago, Illinois 60606.
ITEM 2. IDENTITY AND BACKGROUND
- ---------------------------------
(a through f) This statement is being filed on behalf
of the John R. Simplot Self-Declaration of Revocable Trust dated
December 21, 1989 (the "Trust"). The Trust is an inter vivos
revocable trust of which Mr. J.R. Simplot ("Mr. Simplot") is the
trustee and beneficiary. Mr. Simplot is a U.S. citizen. Mr.
Simplot is Chairman Emeritus of, and a consultant to, J.R.
Simplot Company, 999 Main Street, Boise, Idaho 83702.
Mr. Simplot has not during the past five years been
convicted in any criminal proceeding, excluding traffic
violations or similar misdemeanors, and has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- -----------------------------------------------------------
The Trust purchased the shares of Stock reported in
Item 5 with personal funds of the Trust and with funds provided
pursuant to customary margin arrangements between the Trust and
Merrill Lynch.
ITEM 4. PURPOSE OF TRANSACTION
- --------------------------------
Investment.
(a) Mr. Simplot may from time to time seek to
increase, reduce or dispose of his investment in the Stock in the
open market, in privately negotiated transactions, or otherwise.
The determination to effect any such transactions will depend on,
among other things, the market price, availability of funds,
borrowing costs, market conditions, developments affecting the
Issuer and Mr. Simplot, other opportunities available to Mr.
Simplot and other considerations. Mr. Simplot intends, from time
to time, to review his investment in the Issuer and to take such
action with respect to the Issuer as he considers desirable in
light of the circumstances then prevailing.
(b - j) Not applicable.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- ----------------------------------------------
(a - b) As of December 24, 1998, the Trust owned
4,227,300 shares of Stock. As trustee of the Trust, Mr. Simplot
has the sole power to vote and dispose of such shares. Mr.
Simplot also shares voting and dispositive power with his son,
Don Simplot, for 60,000 shares of Stock held in a joint account
for the benefit of Don Simplot. Mr. Simplot disclaims any
beneficial interest in such shares.
Based upon information contained in the Quarterly
Report on Form 10-Q of the Issuer filed with the Securities and
Exchange Commission for the quarter ended September 30, 1998 (the
"10-Q"), the shares owned constitute approximately 8.63% of the
49,686,878 shares of Stock outstanding, as reported in the 10-Q.
(c) During the 60 days prior to and including December
24, 1998, the Trust acquired the shares of Stock described below
in open market purchases through ordinary brokerage transactions:
<TABLE>
<C> <S> <S>
Purchase No. of Price per Share
Date Shares (excluding
commissions)
--------- ------ ----------------
11/06/98 42,000 49.786
11/09/98 69,000 49.635
11/10/98 99,300 49.568
11/11/98 39,700 49.500
11/25/98 11,800 49.499
11/27/98 22,600 49.792
11/30/98 70,000 49.930
12/01/98 30,600 48.961
12/17/98 715,000 44.070
12/18/98 600,000 47.500
12/22/98 243,100 50.500
12/24/98 284,200 49.995
</TABLE>
(d - e) Not applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
- -----------------------------------------------------------------
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- ------------------------------------------
None
After reasonable inquiry and to the best of my
knowledge and belief, I certify the information set forth in this
statement is true, complete and correct.
John R. Simplot
Self-Declaration of Revocable
Trust
By //s// John R. Simplot
------------------------------
John R. Simplot, as
Trustee
Date: December 24, 1998
