<PAGE> 1
As filed with the Securities and Exchange Commission on November 21, 2000.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------------
FORM S-8
Registration Statement Under
the Securities Act of 1933
-----------------------
USG CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3329400
(State or Other Jurisdiction of (IRS 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)
<TABLE>
<CAPTION>
=============================================================================================
CALCULATION OF REGISTRATION FEE
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
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.10 per share 2,400,000 Shares $ 14.38 $ 34,512,000 $9,111.17
=============================================================================================
</TABLE>
(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 November 20, 2000.
<PAGE> 2
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, 1999, 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, June 30, and September 30, 2000, 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, 1999.
(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 de-registers 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.
II-1
<PAGE> 3
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, who is an officer and a employee
of the Company. On the date of this Registration Statement, Mr. Goossen held
options for the purchase of 35,000 shares of Common Stock granted under
predecessor plans, of which options for 33,000 shares are exercisable within 60
days of this Registration Statement. In addition, Mr. Goossen holds 10,000
shares of performance-based restricted stock which are subject to corporate
performance and risk of forfeiture until January, 2003. 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.
II-2
<PAGE> 4
(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.
II-3
<PAGE> 5
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 21st day of November, 2000.
USG CORPORATION
By: /s/ Richard H. Fleming
-----------------------------
Richard H. Fleming
Executive 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 21st day of November, 2000.
/s/ William C. Foote /s/ James C. Cotting *
---------------------------------- ------------------------------------
William C. Foote, James C. Cotting,
Chairman, President, Chief Executive Director
Officer and Director
(Principal Executive Officer)
/s/ Richard H. Fleming /s/ Lawrence M. Crutcher *
---------------------------------- ------------------------------------
Richard H. Fleming, Lawrence M. Crutcher,
Executive Vice President and Director
Chief Financial Officer
(Principal Financial Officer)
/s/ Raymond T. Belz /s/ W. Douglas Ford *
---------------------------------- ------------------------------------
Raymond T. Belz, W. Douglas Ford,
Senior Vice President and Controller Director
(Principal Accounting Officer)
/s/ Robert L. Barnett * /s/ David W. Fox *
---------------------------------- ------------------------------------
Robert L. Barnett, David W. Fox,
Director Director
/s/ Keith A. Brown * /s/ Valerie B. Jarrett *
---------------------------------- ------------------------------------
Keith A. Brown, Valerie B. Jarrett,
Director Director
/s/ W.H. Clark * /s/ Marvin E. Lesser *
---------------------------------- ------------------------------------
W.H. Clark, Marvin E. Lesser,
Director Director
/s/ Judith A. Sprieser * /s/ John B. Schwemm *
---------------------------------- ------------------------------------
Judith A. Sprieser, John B. Schwemm,
Director Director
*By: /s/ Dean H. Goossen
--------------------
Dean H. Goossen,
Attorney-in-Fact
II-4
<PAGE> 6
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
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 4(a) to the Company's Form
10-Q, dated September 30, 2000).
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* Consent of Arthur Andersen LLP.
24* Power of Attorney.
*Filed herewith.
II-5
