SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
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)
October 17, 2000
-------------------------------------
(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 of 9
<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
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 3,395,000
Shares
Beneficially 8) Shared Voting Power 100,000
Owned
by Each 9) Sole Dispositive Power 3,395,000
Reporting
Person With: 10) Shared Dispositive Power 100,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,495,000 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
7.9%
14) Type of Reporting Person
IN
Page 2 of 9
<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
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 3 of 9
<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 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 4 of 9
<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 5 of 9
<PAGE>
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
S-Sixteen Limited Partnership
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
Idaho
Number of 7) Sole Voting Power 170,000
Shares
Beneficially 8) Shared Voting Power 0
Owned
by Each 9) Sole Dispositive Power 170,000
Reporting
Person With: 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
170,000 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
0.4%
14) Type of Reporting Person
PN
Page 6 of 9
<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. 6 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, as amended by Amendment No. 2 to
Schedule 13D filed on April 23, 1999, as amended by Amendment No.
3 to Schedule 13D filed on November 12, 1999, as amended by
Amendment No. 4 to Schedule 13D filed on December 2, 1999, and as
amended by Amendment No. 5 to Schedule 13D filed on December 29,
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 (i) sales of Stock
by the Trust, and (ii) the addition of S-Sixteen Limited
Partnership as a reporting person.
S-Sixteen is an Idaho limited partnership ("S-Sixteen") of
which the Trust is the general partner and members of Mr. Simplot's
family are the limited partners. S-Sixteen's address is 999 Main
Street, Boise, Idaho 83702.
S-Sixteen 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.
Mr. Simplot has sole voting and dispositive power with respect
to shares of Stock owned by S-Sixteen but disclaims beneficial
ownership to the extent of the limited partners' beneficial
interest in S-Sixteen which is 98%.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-----------------------------------------------
(a - b) As of October 19, 2000, the Trust owned 3,225,000
shares of Stock. As trustee of the Trust, Mr. Simplot has the sole
power to vote and dispose of such shares.
As of October 19, 2000, 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, but
disposed of such shares and no longer owns any shares of Stock.
Page 7 of 9
<PAGE>
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 June 30, 2000 (the "10-Q"), the
shares owned by the Trust, the Foundation, and S-Sixteen constitute
approximately 7.9% of the 44,213,220 shares of Stock outstanding,
as reported in the 10-Q.
(c) During the 60 days prior to and including October 19,
2000, the Trust sold the shares of Stock described below in open
market sales through ordinary brokerage transactions:
<TABLE>
<CAPTION>
<S> <C> <C>
Sale No. of Price per Share
Date Shares (including commissions)
-------- ------- -----------------------
10/17/00 607,500 $14.80
10/18/00 1,500,000 $14.38
10/19/00 882,500 $14.31
</TABLE>
(d - e) Not applicable.
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: October 19, 2000
J.R. Simplot Foundation
By //s// J.R. Simplot
-----------------------------------
J.R. Simplot, President
Date: October 19, 2000
Page 8 of 9
<PAGE>
S-Sixteen Limited Partnership
By: J.R. Simplot Self-Declaration of
Revocable Trust, General Partner
By //s// J.R. Simplot
------------------------------
J.R. Simplot, as Trustee
Date: October 19, 2000
