-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OCEeBdeue7Qzq/LNAuvgau88driLFxHXmIvu0rnKqJfgpfVNm0EUwsUL52fJiAT5 PA6uOT1ETERQ3gjZcKS8Kw== 0000895345-95-000111.txt : 19951202 0000895345-95-000111.hdr.sgml : 19951202 ACCESSION NUMBER: 0000895345-95-000111 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951130 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USG CORP CENTRAL INDEX KEY: 0000757011 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 363329400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36940 FILM NUMBER: 95597805 BUSINESS ADDRESS: STREET 1: 125 S FRANKLIN ST STREET 2: DEPT. 188 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126065439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 SC 13D 1 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response. . .14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) USG CORPORATION - ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.10 per share - ----------------------------------------------------------------- (Title of Class of Securities) 0009032931 -------------------- (CUSIP Number) David J. Greenwald, Esq. The Goldman Sachs Group, L.P. 85 Broad Street New York, NY 10004 (212) 902-1000 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 28, 1995 ------------------------------------------------------------ (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(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with the statement. [ ] (A fee is not required, only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 7 pages CUSIP No. 0009032931 Page 2 of 7 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Goldman, Sachs & Co. 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds* 00-WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization New York 7 Sole Voting Power Number of 1,950,937 shares of Common Stock Shares Beneficially 8 Shared Voting Power Owned By 128,428 Each Reporting 9 Sole Dispositive Power Person 1,950,937 shares of Common Stock With 10 Shared Dispositive Power 128,428 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,079,365 shares of Common Stock 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 4.6% 14 Type of Reporting Person* HC-BD-PN - ------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 0009032931 Page 3 of 7 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Goldman Sachs Group, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds* 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 1,950,937 shares of Common Stock Shares Beneficially 8 Shared Voting Power Owned By 128,428 Each Reporting 9 Sole Dispositive Power Person 1,950,937 shares of Common Stock With 10 Shared Dispositive Power 128,428 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,079,365 shares of Common Stock 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 4.6% 14 Type of Reporting Person* HC-PN - ------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 0009032931 Page 4 of 7 Pages This statement constitutes Amendment No. 7 ("Amendment No. 7") to the Statement on Schedule 13D, dated May 17, 1993, as amended (the "Schedule 13D"), filed by Water Street Corporate Recovery Fund I, L.P. ("Water Street"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS Group" and together with Goldman Sachs, the "Reporting Persons") in respect of the beneficial ownership by the Reporting Persons of shares of the common stock, par value $.10 per share (the "Common Stock"), of USG Corporation, a Delaware corporation (the "Company"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D. Item 5 is hereby amended as follows: Item 5. Interest in Securities of the Issuer. ------------------------------------ On November 28, 1995, the Reporting Persons distributed (the "Distribution") 658,995 shares of Common Stock owned by them to partners of Goldman Sachs and GS Group (the "Partners"). Immediately after the Distribution, Goldman Sachs and GS Group each ceased to be the beneficial owner of more than 5% of the outstanding shares of Common Stock. As of the date hereof, Goldman Sachs beneficially owns 1,788,897 shares of Common Stock (including options to acquire 51,800 shares of Common Stock) and may be deemed to be the beneficial owner of 128,428 shares of Common Stock currently held in managed accounts (the "Managed Accounts") for which Goldman Sachs exercises voting and/or investment authority. In addition, as the general partner of Water Street, Goldman Sachs may be deemed to be the beneficial owner of Warrants to purchase 116,070 shares of Common Stock and 45,970 shares of Common Stock held by Water Street. In addition, GS Group may be deemed to be the beneficial owner of (i) the Warrants to purchase 116,070 shares of Common Stock and 45,970 shares of Common Stock held by Water Street, (ii) the 1,788,897 shares of Common Stock held by Goldman Sachs (including options to acquire 51,800 shares of Common Stock), and (iii) the 128,428 shares of Common Stock held in Managed Accounts with respect to which Goldman Sachs may be deemed to be the beneficial owner. Accordingly, Goldman Sachs and GS Group may be deemed to beneficially own (without giving effect to the Warrants owned by Water Street) 4.3% of the outstanding shares of Common Stock. Assuming that Water Street exercises all of its Warrants, but that no other Warrants are exercised, Goldman Sachs and GS Group may be deemed to beneficially own 4.6% of the outstanding shares of Common Stock. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock held in Managed Accounts. A schedule describing all transactions in the Common Stock effected by the Reporting Persons during the past sixty days is attached hereto as Exhibit L and incorporated by reference herein. CUSIP No. 0009032931 Page 5 of 7 Pages SIGNATURE --------- Each of the undersigned certifies, after reasonable inquiry and to the best of its knowledge and belief, that the information set forth in this statement is true, complete and correct. GOLDMAN, SACHS & CO. By:/s/Richard A. Friedman ----------------------- Name: Richard A. Friedman Title: General Partner THE GOLDMAN SACHS GROUP, L.P. By:/s/Richard A. Friedman ----------------------- Name: Richard A. Friedman Title: General Partner Dated: November 30, 1995 CUSIP No. 0009032931 Page 6 of 7 Pages Index to Exhibits ----------------- Exhibit Description Page - ------- ----------- ---- L Schedule of Transactions CUSIP No. 0009032931 Page 7 of 7 Pages Exhibit L --------- USG Corp. Trade Date 29-SEP-95 thru 27-NOV-95 check thru 27-NOV-95 Off RR Account Account Name Cusip Sid Ticker Security Description Type TradeDate ----------------------- Sett/Date Ref. Num RLT Pur- chased Sold Price 903293-40-5 0325M-0 USG USG CORP (NEW) 17-OCT-95 20-OCT-95 1017-270891-12 (12) 10,000 29.00 903293-40-5 0325M-0 USG USG CORP (NEW) 16-NOV-95 21-NOV-95 1116-270820-12 (12) 7,000 30.287 903293-40-5 0325M-0 USG USG CORP (NEW) 16-NOV-95 21-NOV-95 1116-270819-12 (12) 10,000 30.287 9PG756-48-5 921E8-8 USG04A6D CALL EX JAN 04, 96 28.5USD USG OTC EURO 10-OCT-95 13-OCT-95 1010-013160-12 518 1.15 (353) 903293-40-5 0325M-0 USG USG CORP (NEW) 09-OCT-95 12-OCT-95 1009-013130-12 (12) 6,000 27 5/8 09-OCT-95 12-OCT-95 1009-013138-12 (12) 9,000 27 5/8 10-OCT-95 13-OCT-95 1010-013139-12 (12) 5,000 27 2/4 10-OCT-95 13-OCT-95 1010-013144-12 (12) 5,000 27 2/4 08-NOV-95 13-NOV-95 1108-013134-12 (12) 5,000 29 3/4 9PG756-48-5 92IE8-8 USG04A6D CALL EX JAN 04, 96 28.5USD USG OTC EURO 10-OCT-95 13-OCT-95 1010-013160-13 518 1.15 (353) 903293-40-5 0325M-0 USG USG CORP (NEW) 09-NOV-95 14-NOV-95 1109-080256-12 (12) 4,400 29 7/8 09-NOV-95 14-NOV-95 1109-080257-12 (12) 1,000 29 2/4 09-NOV-95 14-NOV-95 1109-080258-12 (12) 500 29 2/4 903293-40-5 0325M-0 USG USG CORP (NEW) 09-NOV-95 14-NOV-95 1109-080259-12 (12) 2,900 29 2/4 16-NOV-95 21-NOV-95 1116-092010-13 (350) 50,000 30.00 16-NOV-95 21-NOV-95 1116-092508-12 (12) 2,500 30.00 16-NOV-95 21-NOV-95 1116-092509-12 (12) 1,500 30.00 16-NOV-95 21-NOV-95 1116-092510-12 (12) 10,000 30 1/4 16-NOV-95 21-NOV-95 1116-092511-12 (12) 5,000 30 3/8 16-NOV-95 21-NOV-95 1116-092512-12 (12) 31,000 30 1/4 903293-40-5 0325M-0 USG USG CORP (NEW) 13-OCT-95 18-OCT-95 1013-300821-12 (12) 1,037 29 1/4 13-OCT-95 18-OCT-95 1013-300822-12 (12) 1,037 29.00 All transactions were effected by Goldman Sachs on the New York Stock Exchange. -----END PRIVACY-ENHANCED MESSAGE-----