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SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Under Rule 14a-12
USG Corporation
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Hakatak Enterpises, Inc.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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FOR IMMEDIATE RELEASE
MAJOR USG CORP. SHAREHOLDER TO WAGE PROXY CONTEST
AT MAY 10 ANNUAL MEETING
CONTACT: TOM HACKER
PRESIDENT
HAKATAK ENTERPRISES, INC.
100 WILSHIRE BLVD., SUITE 1700
SANTA MONICA, CA 90401
310-260-6007
SANTA MONICA, CA, APRIL 18, 2000 .......Hakatak Enterprises, Inc., the
beneficial owner of one million common shares of USG Corp. (NYSE-USG) ("the
Company"), and an investor in the Company since 1991, announced today that it
will be waging a proxy contest to elect three independent directors to the
thirteen-member USG board and to rescind the Company's "poison pill" at the May
10 Annual Meeting. Hakatak has already begun contacting USG shareholders to the
extent permitted by the rules of the Securities and Exchange Commission and has
filed preliminary proxy material with the SEC, stressing the need to align
management's interests with those of the shareholders.
Tom Hacker, President of Hakastak, stated:
My core belief is that we very much need a Board of Directors and management
team whose interests and actions are more directly aligned with those of
shareholders. This core belief has prompted me to take a more vigorous and
active role in maximizing shareholder value by nominating three persons for
election as directors of the Company: Jay Butchbinder, Keith Ogata and Herbert
Denton. Jay Buchbinder alone owns more shares than the entire Board and
management combined.
"The three incumbent directors we are opposing collectively own only 9,090
shares -- as of the most recent proxy/statement -- which in my opinion, does not
clearly demonstrate to shareholders a significant personal and financial
commitment to maximizing shareholder value. Additionally, two of these three
incumbents were on the board which, in an effort to fend off a takeover,
implemented an ill-fated recapitalization plan which contributed to the
Company's eventual filing for bankruptcy in 1993.
"Our proxy campaign will focus on pressing the board to achieve four key
objectives: (1) reallocate the Company's free cash flow to benefit
shareholders; (2) seek to institute a pro shareholder corporate governance
policy; (3) review executive compensation policy to make it more aligned with
shareholder interests; and (4) have the Company explore alternative for
enhancing stockholder value, with the assistance of an independent investment
banking firm.
"I have recently met with management to discuss my concerns and have concluded
that it is important that we elect directors who will keep these issues before
the Company at the board level.
"I know shareholder pressure can accomplish certain results. In September 1998,
along with several other shareholders, I urged management to initiate a share
repurchase program -- shortly thereafter, USG announced a five million share
buyback plan. In mid-March of this year, I notified the Company of my intention
to nominate three independent candidates to the USG board -- less than two
weeks later, the Company announced a new five million share buyback plan, even
though they had completed less than 75% of the first share repurchase program.
"It has become clear to me that shareholders need to elect directors who are
independent-minded and who are keenly focused on increasing shareholder value.
We need to press the board not only to adopt shareholder-friendly policies, but
to make certain that they carry through those policies so they can have a
positive influence on USG's share value. Having a board minority that will do
this is our best hope."
(continued)
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Mr. Hacker continued:
"Regarding the reallocation of free cash flow: USG is at a critical point in
its history where simply continuing the recent trend of enormous capital
expenditure programs will not serve to benefit current shareholders. The
Company is competitively well-positioned in the marketplace and is a tremendous
generator of earnings and cash. It is at this very time that management should
be boldly taking steps to enhance shareholder value. In my opinion, the stock
price has languished because the investment community believes that this board
and management will not take the critical steps needed to do so.
"Regarding corporate governance: In addition to the "poison pill", management
has other protective devices such as a staggered board and a supermajority
voting requirement in the Charter. A corporate governance review is urgently
needed to make certain that the board of management do not feel too insulated
from accountability to the shareowners for the Company's poor stock price
performance.
"Regarding executive compensation policy: I question whether the executive
compensation policy is truly designed to provide incentives to management to
MAXIMIZE shareholder value. I believe a thorough review by an independent
committee which includes new directors with no long-term ties to management is
warranted.
"Regarding the exploration of alternatives to enhance shareholder value: USG's
operating performance has benefited many constituencies, such as management,
employees, creditors, vendors and customers. Missing from this list of
beneficiaries are the shareholders -- the true owners of the Company. The time
has come for USG's patient and committed investors to be rewarded as well."
A PROXY STATEMENT IS NOT YET AVAILABLE FROM US. EACH SECURITY HOLDER OF USG
CORPORATION SHOULD READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT A PROXY SOLICITATION REQUEST. ONCE
THE PROXY STATEMENT IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
SECURITY HOLDERS OF USG CORPORATION CAN OBTAIN THE PROXY STATEMENT AND OTHER
DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE
ON THE SECURITY AND EXCHANGE COMMISSION'S WEB SITE AT HTTP.//WWW.SEC.GOV.
SECURITY HOLDERS OF USG CORPORATION MAY ALSO OBTAIN COPIES OF THE PROXY
STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR FREE BY CONTACTING USG CORPORATION OR US WHEN THE DOCUMENTS
BECOME AVAILABLE.
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