-----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, BmQL3Q6bL7/ul6tGM8wgxt/4lqAG9P/BOjRi1/QL0AypOVyqWA+cwgl8qp0UDXfX 2mEbz6aqu+P7C5W4iweNow== /in/edgar/work/0000950137-00-004545/0000950137-00-004545.txt : 20001030 0000950137-00-004545.hdr.sgml : 20001030 ACCESSION NUMBER: 0000950137-00-004545 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001027 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USG CORP CENTRAL INDEX KEY: 0000757011 STANDARD INDUSTRIAL CLASSIFICATION: [3270 ] IRS NUMBER: 363329400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-36940 FILM NUMBER: 747687 BUSINESS ADDRESS: STREET 1: 125 S FRANKLIN ST STREET 2: DEPT. 188 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126064000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNAUF INTERNATIONAL GMBH CENTRAL INDEX KEY: 0001126954 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: AM BAHN HOF 7 STREET 2: 97346 IPHOFEN GERMANY MAIL ADDRESS: STREET 1: AM BAHN HOF 7 STREET 2: 97346 IPHOFEN GERMANY SC 13D 1 c58093sc13d.txt SCHEDULE 13D 1 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 - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 90329405 - -------------------------------------------------------------------------------- (CUSIP Number) JORG SCHANOW, LL.M. GENERAL COUNSEL KNAUF INTERNATIONAL GMBH AM BAHNHOF 7 97346 IPHOFEN FEDERAL REPUBLIC OF GERMANY (49) 9329-31-1091 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 19, 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 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) 2 CUSIP NO. 90329405 13D PAGE 2 OF 6 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Knauf International GmbH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - -------------------------------------------------------------------------------- 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- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300,878 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 3 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) 4 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) 5 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) 6 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 ---------------------------- Nikolaus Knauf Managing Director (Page 6 of 6 Pages) -----END PRIVACY-ENHANCED MESSAGE-----