SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
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
-------------------------
(CUSIP Number)
Ronald N. Graves, Esq.
J.R. Simplot Self-Declaration of Revocable Trust
J.R. Simplot Foundation
999 Main Street
Boise, Idaho 83702
Telephone: (208) 336-2110
---------------------------------------
(Names, addresses and telephone numbers of persons
authorized to receive notices and communications)
November 3, 1999
-------------------------------------
(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 4,959,300
Shares
Beneficially 8) Shared Voting Power 100,000
Owned
by Each 9) Sole Dispositive Power 4,959,300
Reporting
Person With: 10) Shared Dispositive Power 100,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,059,300 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
10.233%
14) Type of Reporting Person
IN
<PAGE>
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
J.R. Simplot Foundation
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 100,000
Shares
Beneficially 8) Shared Voting Power
Owned
by Each 9) Sole Dispositive Power 100,000
Reporting
Person With: 10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
0.2%
14) Type of Reporting Person
IN
<PAGE>
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Don J. Simplot
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
PF/00
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 113,900
Shares
Beneficially 8) Shared Voting Power 100,000
Owned
by Each 9) Sole Dispositive Power 113,900
Reporting
Person With: 10) Shared Dispositive Power 100,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
0.2%
14) Type of Reporting Person
IN
<PAGE>
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Scott R. Simplot
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
PF/00
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 0
Shares
Beneficially 8) Shared Voting Power 100,000
Owned
by Each 9) Sole Dispositive Power 0
Reporting
Person With: 10) Shared Dispositive Power 100,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
0.2%
14) Type of Reporting Person
IN
<PAGE>
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. This Amendment No. 3 amends the
Schedule 13D originally filed on December 28, 1998 on behalf of the
J.R. Simplot Self-Declaration of Revocable Trust dated December 21,
1989 (the "Trust"), as amended by Amendment No. 1 to Schedule 13D
filed on January 26, 1999, and as further amended by Amendment No.
2 to Schedule 13D filed on April 9, 1999. 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.
The purpose of this Amendment is to report additional
purchases of Stock, and the addition of J.R. Simplot Foundation as
a reporting person.
The J.R. Simplot Foundation is a charitable foundation
organized as a nonprofit corporation under Idaho law (the
"Foundation"). The Foundation was established by Mr. Simplot for
general charitable purposes. Its principal office is located at
999 Main Street, Boise, Idaho 83702. The directors and executive
officers of the Foundation, their principal occupations and their
business addresses are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name Title(s) Principal OccupationBusiness Address
- ----------------------------- -------------------------------------
J.R. Simplot Director, See Schedule 13D See above
President
Don J. Simplot Director, Office of Chairman 999 Main Street
Vice President J.R. Simplot CompanyBoise, Idaho 83702
Scott R. SimplotDirector Office of Chairman 999 Main Street
J.R. Simplot CompanyBoise, Idaho 83702
</TABLE>
Neither Mr. Simplot, the Foundation, nor any of the executive
officers or directors of the Foundation during the past five years
has 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.
<PAGE>
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.
The Foundation purchased the shares of Stock owned by it with
working capital of the Foundation and with funds provided pursuant
to customary margin arrangements between the Foundation and Merrill
Lynch.
Item 4. Purpose of Transaction.
- ---------------------------------
(a) The purpose of the the Foundation's purchase is
investment. The Trust may from time to time seek to increase,
reduce or dispose of its 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 the
Foundation, other opportunities available to the Foundation and
other considerations. The Foundation intends, from time to time,
to review its investment in the Issuer and to take such action with
respect to the Issuer as it considers desirable in light of the
circumstances then prevailing.
(b - j) Not applicable.
Item 5. Interest in Securities of the Issuer.
- ------------------------------------------------
(a - b) As of November 3, 1999, the Trust owned 4,959,300
shares of Stock. As trustee of the Trust, Mr. Simplot has the sole
power to vote and dispose of such shares.
As of November 3, 1999, the Foundation owned 100,000 shares.
Mr. Simplot shares with the other directors of the Foundation the
power to vote and dispose of the shares of Stock held by the
Foundation. One of the directors, Don J. Simplot, owns 113,900
shares of Stock in a separate account controlled solely by him.
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, 1999 (the "10-Q"),
the shares owned by the Trust and the Foundation constitute
approximately 10.233% of the 49,440,579 shares of Stock
outstanding, as reported in the 10-Q.
(c) During the 60 days prior to and including November 3,
1999, to the Schedule 13D, the Trust acquired the shares of Stock
described below in open market purchases through ordinary brokerage
transactions:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Purchase No. of Price per Share
Date Shares (including
commissions)
--------- ------ ----------------
11/2/99 41,000 $48.605
11/3/99 81,000 49.437
(d - e) Not applicable.
</TABLE>
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.
J.R. Simplot
Self-Declaration of Revocable
Trust
By //s// J.R. Simplot
-----------------------------------
J.R. Simplot, as Trustee
Date: November 11, 1999
J.R. Simplot Foundation
By //s// Ronald N. Graves
-----------------------------------
Ronald N. Graves, Secretary
Date: November 11, 1999
