PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 13, 1994
2,595,997 SHARES
USG CORPORATION
COMMON STOCK
($0.10 Par Value)
This Prospectus Supplement relates to the public offering by USG
Corporation ("USG" or the "Corporation") of up to 2,595,997 shares (the
"Shares") of the Corporation's common stock (the "Common Stock"), par value
$0.10 per share, to be issued from time to time continuing until the earlier of
(i) May 5, 1998, or (ii) the date upon which all Warrants (as defined herein)
have been exercised. The Shares are to be issued upon the exercise of warrants
(the "Warrants") issued pursuant to a warrant agreement dated as of May 6, 1993
between the Corporation and Harris Trust and Savings Bank as the Warrant Agent.
See "Plan of Distribution." Each Warrant entitles the holder (the
"Warrantholder") to purchase one share of Common Stock at a purchase price of
$16.14 per share, subject to adjustment under certain events. The Warrants
expire at 4:00 p.m., Chicago time, on May 5, 1998.
If all of the Warrants are exercised, the Corporation will receive
proceeds of $42 million less expenses. Proceeds received from exercises of the
Warrants may be received as late as May 5, 1998, the final date the Warrants may
be exercised. See "Use of Proceeds." Warrantholders will not recognize any gain
or loss on the purchase of the Shares for cash upon exercise of the Warrants.
However, Warrantholders should consult their own tax advisors. See "Federal
Income Tax Consequences."
The Shares are offered hereby directly to the Warrantholders, and no
discounts, commissions or other compensation will be paid in connection
therewith. The Corporation has agreed to bear certain expenses in connection
with the registration and issuance of the Shares which expenses are estimated to
be approximately $30,000. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "USG." The Warrants are traded on the NYSE under the symbol
"USGwt." Warrantholders are encouraged to obtain current trading price
information.
No person has been authorized to give any information or to make any
representations not contained in this Prospectus Supplement in connection with
this offering of the Shares, and if given or made, such information or
representations must not be relied upon as having been authorized by USG. This
Prospectus Supplement does not constitute an offer of any securities other than
the Shares to which it relates or an offer to sell or a solicitation of an offer
to buy in any jurisdiction in which such offer or solicitation may not be
legally made.
No action has been or will be taken by the Corporation that would
permit a public offering of the Shares or the circulation or distribution of
this Prospectus Supplement or any offering material in relation to the
Corporation or the Shares in any county, or jurisdiction other than the United
States where action for that purpose is required.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is April 6, 1998.
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AVAILABLE INFORMATION
The Corporation has filed with the Securities and Exchange Commission
(the "Commission" or the 'SEC") a Registration Statement (the "Registration
Statement") (which term shall encompass all amendments, exhibits and schedules
thereto) under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Shares being offered hereby. This Prospectus Supplement does
not contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission, and to which reference is hereby made. Such additional information
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following regional offices of the Commission: Northwestern
Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661; and
Seven World Trade Center, New York, New York 10048. Copies of such material can
be obtained by mail from the public reference section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Statements made in this Prospectus Supplement as to the contents of any
contract, agreement or other document referred to are not necessarily complete
but such statements are complete in all material respects for the purposes
herein made. With respect to each such contract, agreement or other document
filed as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files periodic reports and other information with the
Commission. Such reports and other information filed with the Commission, as
well as the Registration Statement, can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices located at Northwestern
Atrium Center, 500 West Madison Street. Suite 1400, Chicago, Illinois 60661, and
Seven World Trade Center, New York, New York 10048. Copies of such material can
also be obtained by mail from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
reports and other information with respect to the Corporation are available for
inspection at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005 and the Chicago Stock Exchange, Inc., One Financial
Place, 440 South LaSalle Street, Chicago, Illinois 60605.
USG CORPORATION
Through its subsidiaries (the "Subsidiaries"), USG is a manufacturer of
building materials in North America including gypsum wallboard, joint compound
and related products, ceiling tile and grid. The Subsidiaries are also engaged
in the distribution of building products.
The Corporation's principal executive offices are located at 125 South
Franklin Street, Chicago, Illinois 60606. Its telephone number at that address
is 312-606-4000.
USE OF PROCEEDS
If all of the Warrants are exercised the Corporation will receive
proceeds of $42 million less expenses. Proceeds received from exercises of the
Warrants may be received as late as May 5, 1998, the final date the Warrants may
be exercised. The Corporation expects to use any proceeds received in connection
with the exercise of the Warrants for general corporate purposes.
DIVIDEND POLICY
The Corporation has not declared or paid any cash dividends on its
Common Stock since 1988. The Corporation does not presently intend to pay any
dividends in the foreseeable future. In addition, the Corporation's senior
credit agreement and certain other debt instruments currently restrict the
Corporation's ability to pay dividends to common stockholders.
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PLAN OF DISTRIBUTION
The Shares offered hereby are being offered directly by the Corporation
to the Warrantholders in connection with the exercise of the Warrants. The
Warrants may be exercised from time to time continuing until 4:00 p.m., Chicago
time, on May 5, 1998. The Shares are offered directly to the Warrantholders and
no discounts, Commissions or other compensation will be paid in connection
therewith. The Corporation has reserved 2,595,997 shares of Common Stock for
issuance upon exercise of the Warrants.
The Corporation has agreed to bear certain expenses in connection with
the registration and issuance of the Shares which expenses are estimated to be
approximately $30,000.
FEDERAL INCOME TAX CONSEQUENCES
Warrantholders will not recognize any gain or loss on the purchase of
Shares for cash upon exercise of the Warrants. The basis of the Shares received
will be equal to the tax basis, as adjusted, in the Warrants so exercised, plus
the cash exercise price. The holding period of the Shares received will not
include any period during which the Warrants were held. While not free from
doubt, the holding period for such Shares should commence upon the day after the
exercise of the related Warrants. Warrantholders should consult their own tax
advisors concerning the federal income tax consequences of the receipt, sale,
exchange or other disposition of the Warrants, and concerning their tax basis in
the Warrants. Warrantholders should also consult their own tax advisors as to
the tax treatment arising from the application of foreign, state or local tax
laws and regulations.
