<PAGE> 1
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
/x/ Definitive Additional Materials
/ / 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
- ---------------------
CONTACT: TOM HACKER, PRESIDENT
HAKATAK ENTERPRISES, INC.
310-260-6007
310-260-6025 (FAX)
HAKATAK LETTER CITES ISS RECOMMENDATIONS,
PREVIOUS WILLINGNESS TO AVOID A PROXY CONTEST
Santa Monica, CA May 8, 2000.....The enclosed letter has been sent by Hakatak
Enterprises to shareholders of USG Corporation (NYSE-USG). The letters referred
to therein of March 14, 24 and 28 have been filed with the SEC and are
available on the EDGAR system. Copies can also be obtained by calling Hakatak
Enterprises at 310-260-6007 or Beacon Hill Partners at 800-755-5001.
(Text of Letter follows)
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HAKATAK ENTERPRISES, INC.
100 Wilshire Boulevard, Suite 1700
Santa Monica, California 90401
(310) 260-6007 or (800) 358-8660
May 8, 2000
Dear Fellow Shareholder:
I want to tell you about two recent developments regarding Hakatak's
shareholder proposal and director nominations for USG. As you may know,
Institutional Shareholder Services, the nation's leading proxy voting advisor to
the institutional investment community, recently endorsed Hakatak's three
director nominees and proposal regarding USG's poison pill. I am enclosing a
press release regarding these recommendations.
You might also be aware, and perhaps concerned, about the recent claim
by USG management that I had failed to give them an opportunity to discuss
whether I should have Board representation and that I am therefore responsible
for a "costly and destructive" proxy fight. This claim is an unfair attempt to
misrepresent my position and approach.
I offered USG several opportunities to avoid the current proxy fight. I
first notified the Board of my intention to nominate my slate on March 13, 2000.
The very next day, on March 14, I wrote to USG and offered them a chance to meet
with my nominees and consider supporting them. That offer went unanswered. On
March 24, I once again offered to introduce my nominees and discuss having them
nominated by management. On March 28, they responded that Mr. Foote was
"traveling" and not available, but that my letter would be "discussed with him
when practicable." USG filed its preliminary proxy materials on March 28, and
did not file its definitive proxy statement until April 4 -- over three weeks
after my initial offer to meet -- and did not mail it until around April 10.
Thus, in spite of my several attempts to avoid a proxy fight, USG largely
ignored my overtures. My efforts at compromise can hardly be characterized as
"costly and destructive." So that you can see that I am not making this up, I am
enclosing copies of some of the correspondence.
I still feel we shareholders badly need to add a new perspective to a
well-entrenched board. Even if you have already voted your shares, it is not too
late to change your vote.
Please feel free to call me if you want to talk about this any further.
Sincerely,
Tom Hacker
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HAKATAK ENTERPRISES, INC.
100 Wilshire Boulevard, Suite 1700
Santa Monica, California 90401
Telephone: 310 260-6007 Facsimile: 310 260-6025
March 14, 2000
USG Corporation
125 South Franklin Street
Chicago, IL 60606-4678
Attention: William C. Foote
Chairman of the Board and
Chief Executive Officer
Re: Shareholder Proposal
Dear Mr. Foote:
I have received and reviewed the Company's proposed statements in
opposition to my shareholder proposal. I request that even though you may not be
legally obliged to do so, you include the enclosed reply to the Company's
opposition statements.
In addition, as you are aware, I recently submitted to you notice that I
intend to nominate three individuals for election to the Company's Board of
Directors at its May 2000 annual meeting. I think the Company would benefit from
having my nominees (all of whom are significant shareholders) on the board and
would like to introduce them to you. I think we should set up a meeting to do
this and look forward to hearing from you.
Very truly yours,
HAKATAK ENTERPRISES, INC.
By: /s/ TOM HACKER
---------------------------------
Tom Hacker
Enclosure
COPIES AS SHOWN ON PAGE 2
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USG Corporation
March 14, 2000
Page 2
cc: Dean H. Goossen
P. J. O'Bryan, Director and Vice Chairman
Robert L. Barnett, Director
Keith A. Brown, Director
David W. Fox, Director
Valerie B. Jarrett, Director
W. H. Clark, Director
James C. Cotting, Director
Lawrence M. Crutcher, Director
W. Douglas Ford, Director
John B. Schwemm, Director
Judith A. Sprieser, Director
Marvin E. Lesser, Director
-2-
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HAKATAK ENTERPRISES, INC.
100 Wilshire Boulevard, Suite 1700
Santa Monica, California 90401
Telephone: 310 260-6007 Facsimile: 310 260-6025
March 24, 2000
Mr. William Foote
USG Corporation
125 South Franklin Street
Chicago, IL 60606-4678
Dear Mr. Foote:
I noticed the Company's announcement of an increase in its planned stock
purchases. This seems to represent, although belatedly, a limited recognition of
the efforts I have been making to have the Company focus on shareholder value. I
believe such attention to shareholder concerns is long overdue, and that
continued attention to such issues would be more assured if board members
included persons with significant share holdings.
As you are aware, I recently submitted to you notice that I intend to
nominate three individuals for election to the Company's Board of Directors at
its May 2000 annual meeting. I told you that I think the Company would benefit
from having my proposed nominees (all of whom are significant shareholders) on
the board and would like to introduce them to you. I previously requested that
you set up a meeting to do this and still think this would be a good idea. If I
do not hear from you by March 28, 2000, I will assume you do not wish to meet
and wish to put me and the Company to the expense of a proxy contest.
Very truly yours,
HAKATAK ENTERPRISES, INC.
By: /s/ TOM HACKER
---------------------------------
Tom Hacker
cc: Mr. Dean H. Goossen
Board of Directors
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Corporate Secretary USG Corporation
125 South Franklin Street
Chicago, IL 60606-4678
312 606-3994
March 28, 2000
VIA TELEFACSIMILE, FED EX AND U.S.MAIL
Hakatak Enterprises, Inc.
c/o Tom Hacker, President
100 Wilshire Boulevard
Suite 1700
Santa Monica, CA 90401
Dear Mr. Hacker:
The Board of Directors has considered your request that it amend the
Corporation's by-laws to permit a lower voting threshold for your proposal
regarding the Corporation's stockholder rights plan. The Board has requested
that I inform you that it declines to effect the requested by-law amendment,
which in any event would be ineffective without stockholder amendment of Article
Ninth of the Corporation's Restated Certificate of Incorporation.
The Board and management have also concluded that your "rebuttal" in
support of your shareholder proposal will not be included in USG's proxy
statement.
Finally, I am in receipt of your letter to William Foote received
yesterday, on which the USG Board of Directors and I are indicated as copies.
Please be advised that Mr. Foote is traveling and that the contents of your
latest letter, which has been forwarded to the Board, will be discussed with
him when practicable.
Yours truly,
/s/ DEAN H. GOOSSEN
Dean H. Goossen
Corporate Secretary
DHG/tag
