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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
USG CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(Title of Class of Securities)
90329405
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(CUSIP Number)
JORG SCHANOW, LL.M.
GENERAL COUNSEL
KNAUF INTERNATIONAL GMBH
AM BAHNHOF 7
97346 IPHOFEN
FEDERAL REPUBLIC OF GERMANY
(49) 9329-31-1091
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
OCTOBER 19, 2000
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(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 schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
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CUSIP NO. 90329405 13D PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Knauf International GmbH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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7 SOLE VOTING POWER
NUMBER OF
4,300,878
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
4,300,878
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,300,878
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER.
The class of securities to which this Statement relates is the Common
Stock, par value $.0.10 per share (the "Common Stock"), of USG Corporation, a
Delaware corporation (the "Issuer"). The principal business address of the
Issuer is 125 South Franklin Street, Chicago, Illinois 60606-4678.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is Knauf International GmbH, a
corporation organized under the laws of the Federal Republic of Germany (the
"Reporting Person"). The Reporting Person is owned and controlled by members of
the Knauf family and by Gebr. Knauf Verwaltungsgesellschaft, a limited
partnership organized under the laws of the Federal Republic of Germany ("Gebr.
Knauf"). Gebr. Knauf is owned and controlled by members of the Knauf family. The
principal business address of the Reporting Person, Gebr. Knauf and each of the
members of the Knauf family is Am Bahnhof 7, 97346 Iphofen, Federal Republic of
Germany. The principal business of the Reporting Person and Gebr. Knauf is
acting as holding companies.
The names of the managing directors ("Geschaftsfuhrer") of the
Reporting Person and the general partners of Gebr. Knauf are Nikolaus Knauf and
Baldwin Knauf. The principal occupation or employment of each of the foregoing
individuals is as a managing director of various corporations and other entities
owned and controlled by the members of the Knauf family. The principal business
address of each of the foregoing individuals is Am Bahnhof 7, 97346 Iphofen,
Federal Republic of Germany. Each of the foregoing individuals is a German
citizen.
During the last five years, none of the Reporting Person, Gebr. Knauf
or any of their respective managing directors or general partners identified in
this Statement has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors). During the last five years, none of the
Reporting Person, Gebr. Knauf or any of their respective managing directors or
general partners identified in this Statement was 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 3 of 6 Pages)
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person used funds included in its working capital to
acquire the Common Stock to which this Statement relates. The aggregate purchase
price, excluding brokerage commissions, of the Common Stock to which this
Statement relates was $67,283,865.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has acquired the Common Stock to which this
Statement relates for investment purposes. The Reporting Person will continue to
evaluate its investment in the Issuer on the basis of various factors, including
the Issuer's business, financial condition, results of operations and prospects,
general economic and industry conditions, and the securities markets in general
and those for the Issuer's shares. Based upon such evaluation, the Reporting
Person may take such actions in the future as it may deem appropriate in light
of the circumstances existing from time to time. Depending on market and other
factors, the Reporting Person may seek to acquire additional shares of Common
Stock in the open market or in private transactions, or determine to dispose of
all or a portion of the Common Stock beneficially owned by the Reporting Person,
including through hedging transactions with third parties. Except as set forth
in this Item 4, the Reporting Person does not have any plans or proposals with
respect to any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The Reporting Person beneficially owns 4,300,878 shares of
Common Stock, representing 9.9% of the outstanding shares of Common Stock. The
percentage beneficial ownership of the Reporting Person has been determined
based on 43,443,213 shares of Common Stock outstanding. This number of shares
represents the 44,443,213 shares of Common Stock outstanding as of June 30,
2000, as reported in the Issuer's Quarterly Report on Form 10-Q for its fiscal
quarter ended as of June 30, 2000, reduced by the 1,000,000 shares of Common
Stock the Issuer has announced it repurchased between July 1, 2000 and September
30, 2000. The Reporting Person has sole power to vote or direct the voting of,
and sole power to dispose or direct the disposition of, the 4,300,878 shares of
Common Stock its beneficially owns.
(c) During the 60-day period prior to the date of this Statement, the
Reporting Person acquired the number of shares of Common Stock indicated below
in open market transactions through a broker:
Date Number of Shares Average Price Per Share
---- ---------------- -----------------------
10/16/00 201,900 $15.58
10/17/00 878,300 14.90
10/18/00 920,000 14.89
10/19/00 651,800 14.90
10/20/00 147,700 15.44
10/23/00 250,900 15.15
10/24/00 434,500 16.34
10/25/00 695,000 17.72
10/26/00 120,778 17.78
(d)-(e) Not Applicable.
(Page 4 of 6 Pages)
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
(Page 5 of 6 Pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 27, 2000
KNAUF INTERNATIONAL GmbH
/s/ Nikolaus Knauf
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Nikolaus Knauf
Managing Director
(Page 6 of 6 Pages)
