-----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, CO9Wc/iykvCGJeuuHj6h8yiIg7x0ElGVg3IU/h0jDMgQ6o4t07GavA/2ufdTDwMu 14DRLyZviRQ6tuFX/3qTfg== /in/edgar/work/0000950137-00-005002/0000950137-00-005002.txt : 20001122 0000950137-00-005002.hdr.sgml : 20001122 ACCESSION NUMBER: 0000950137-00-005002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001121 EFFECTIVENESS DATE: 20001121 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-50388 FILM NUMBER: 774305 BUSINESS ADDRESS: STREET 1: 125 S FRANKLIN ST STREET 2: DEPT. 188 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126064000 S-8 1 c58765s-8.txt REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on November 21, 2000. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------------------- FORM S-8 Registration Statement Under the Securities Act of 1933 ----------------------- USG CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 36-3329400 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 125 SOUTH FRANKLIN STREET CHICAGO, ILLINOIS 60606 (Address of Principal Executive Offices) USG CORPORATION OMNIBUS MANAGEMENT INCENTIVE PLAN (Full Title of the Plan) DEAN H. GOOSSEN Telephone number, CORPORATE SECRETARY including area code, USG CORPORATION of agent for service: 125 SOUTH FRANKLIN STREET (312) 606-4000 CHICAGO, ILLINOIS 60606 (Name and Address of Agent For Service)
============================================================================================= CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered (1,2) Per Unit (3) Price (3) Fee - --------------------------------------------------------------------------------------------- Common Stock, par value $0.10 per share 2,400,000 Shares $ 14.38 $ 34,512,000 $9,111.17 =============================================================================================
(1) An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the plan become operative. (2) There is also registered hereunder an equal number of Preferred Share Purchase Rights, which initially will be attached to and transferable only with the Common Stock. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on November 20, 2000. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents are incorporated by reference into this Registration Statement: (1) The Annual Report of USG Corporation (the "Company") on Form 10-K for the fiscal year ended December 31, 1999, which has heretofore been filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"). (2) The Company's Quarterly Reports on Form 10-Q for the fiscal quarterly periods ended March 31, June 30, and September 30, 2000, which have heretofore been filed by the Company with the Commission pursuant to the 1934 Act. (3) All other reports filed by the Company and the Plan pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 1999. (4) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the 1934 Act. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Reports. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. ------------------------- The securities to be offered are registered under Section 12(b) of the 1934 Act. II-1 3 Item 5. Interest of Named Experts and Counsel. ------------------------------------- The legality of the Common Stock and attached Preferred Share Purchase Rights issuable in connection with awards under the Plan will be passed upon by Dean H. Goossen, Corporate Secretary, who is an officer and a employee of the Company. On the date of this Registration Statement, Mr. Goossen held options for the purchase of 35,000 shares of Common Stock granted under predecessor plans, of which options for 33,000 shares are exercisable within 60 days of this Registration Statement. In addition, Mr. Goossen holds 10,000 shares of performance-based restricted stock which are subject to corporate performance and risk of forfeiture until January, 2003. Mr. Goossen will be eligible for subsequent awards under the Plan. No other expert named in the Registration Statement has any reportable interest. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Section 145 of the Delaware General Corporation Law and Article Tenth of the Certificate of Incorporation of the Company provide for indemnification of directors and officers for expenses (including reasonable amounts paid in settlement) incurred in defending actions brought against them. The Company maintains directors and officers liability insurance covering all directors and officers of the Company against claims arising out of the performance of their duties. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- Reference is made to the Exhibit Index. Item 9. Undertakings. ------------ The registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) That, for the purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (4) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-2 4 (5) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 21st day of November, 2000. USG CORPORATION By: /s/ Richard H. Fleming ----------------------------- Richard H. Fleming Executive Vice President and Chief Financial Officer Pursuant to the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 21st day of November, 2000. /s/ William C. Foote /s/ James C. Cotting * - ---------------------------------- ------------------------------------ William C. Foote, James C. Cotting, Chairman, President, Chief Executive Director Officer and Director (Principal Executive Officer) /s/ Richard H. Fleming /s/ Lawrence M. Crutcher * - ---------------------------------- ------------------------------------ Richard H. Fleming, Lawrence M. Crutcher, Executive Vice President and Director Chief Financial Officer (Principal Financial Officer) /s/ Raymond T. Belz /s/ W. Douglas Ford * - ---------------------------------- ------------------------------------ Raymond T. Belz, W. Douglas Ford, Senior Vice President and Controller Director (Principal Accounting Officer) /s/ Robert L. Barnett * /s/ David W. Fox * - ---------------------------------- ------------------------------------ Robert L. Barnett, David W. Fox, Director Director /s/ Keith A. Brown * /s/ Valerie B. Jarrett * - ---------------------------------- ------------------------------------ Keith A. Brown, Valerie B. Jarrett, Director Director /s/ W.H. Clark * /s/ Marvin E. Lesser * - ---------------------------------- ------------------------------------ W.H. Clark, Marvin E. Lesser, Director Director /s/ Judith A. Sprieser * /s/ John B. Schwemm * - ---------------------------------- ------------------------------------ Judith A. Sprieser, John B. Schwemm, Director Director *By: /s/ Dean H. Goossen -------------------- Dean H. Goossen, Attorney-in-Fact II-4 6 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4.1 The Company's Restated Certificate of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K, dated May 7, 1993). 4.2 The Company's Amended and Restated By-Laws (incorporated herein by reference to Exhibit 4(a) to the Company's Form 10-Q, dated September 30, 2000). 5* Opinion of Counsel (including consent) of Dean H. Goossen, Corporate Secretary and Counsel, USG Corporation. 15* Letter of Arthur Andersen LLP regarding unaudited interim financial information. 23* Consent of Arthur Andersen LLP. 24* Power of Attorney. *Filed herewith. II-5 EX-5 2 c58765ex5.txt OPINION OF COUNSEL OF DEAN H. GOSSEN 1 EXHIBIT 5 November 20, 2000 USG Corporation 125 South Franklin Street Chicago, IL 60606-4678 RE: 2,400,000 Shares of Common Stock ($0.10 par value) and 2,400,000 Preferred Share Purchase Rights Ladies and Gentlemen: I have acted as counsel for USG Corporation (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of 2,400,000 shares of the Company's Common Stock, $0.10 par value (the "Common Stock"), which may be issued pursuant to the Company's Omnibus Management Incentive Plan (the "Plan") and 2,400,000 Preferred Share Purchase Rights which currently are attached to, and trade with, the Common Stock. I have examined or considered: 1. A copy of the Company's Restated Certificate of Incorporation. 2. The By-laws of the Company. 3. Copies of resolutions duly adopted by the Board of Directors of the Company relating to the Plan and to the Registration Statement. 4. A copy of the Plan. 2 USG Corporation November 20, 2000 Page Two In addition to the examination outlined above, I have conferred with various officers of the Company and have ascertained or verified, to my satisfaction, such additional facts as I deemed necessary or appropriate for the purposes of this opinion. Based upon the foregoing, I am of the opinion that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) All legal and corporate proceedings necessary for the issuance of shares of Common Stock under the Plan have been duly taken, and the Common Stock, upon issuance pursuant to the terms of the Plan, and the attached Preferred Share Purchase Rights, will be duly authorized, legally and validly issued, fully paid and non-assessable. I hereby consent to all references to me in the Registration Statement and to the filing of this opinion by the Company as an Exhibit to the Registration Statement. Very truly yours, /s/ Dean H. Goossen - -------------------- Dean H. Goossen EX-15 3 c58765ex15.txt LETTER OF ARTHUR ANDERSEN LLP 1 EXHIBIT 15 November 20, 2000 USG Corporation 125 South Franklin Street Chicago, Illinois 60660 We are aware that USG Corporation has incorporated by reference into its Form S-8 Registration Statement its Forms 10-Q for the quarters ended March 31, June 30, and September 30, 2000, which include our reports dated April 18, July 18, and October 17, 2000, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933, those reports are not considered a part of the registration statement prepared or certified by our firm or reports prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very Truly Yours, /s/ Arthur Andersen LLP - ------------------------ Arthur Andersen LLP EX-23 4 c58765ex23.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 27, 2000, included in USG Corporation's Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP - ------------------------ Arthur Andersen LLP Chicago, Illinois November 20, 2000 EX-24 5 c58765ex24.txt POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY WHEREAS, the Board of Directors of USG Corporation (the "Corporation") has approved the filing of a Registration Statement on Form S-8 relating to shares of the Corporation's common stock issuable in connection with grant awards under the Corporation's Omnibus Management Incentive Plan (the "Registration Statement"); NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that each person whose name appears below constitutes and appoints William C. Foote, Richard H. Fleming, and Dean H. Goossen and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney has been signed as of the 8th day of November, 2000, by the following persons: /s/ Robert L. Barnett /s/ David W. Fox - ---------------------------------- ------------------------------------- Robert L. Barnett, Director David W. Fox, Director /s/ Keith A. Brown /s/ Valerie B. Jarrett - ---------------------------------- ------------------------------------- Keith A. Brown, Director Valerie B. Jarrett, Director /s/ W.H. Clark /s/ Marvin E. Lesser - ---------------------------------- ------------------------------------- W.H. Clark, Director Marvin E. Lesser, Director /s/ James C. Cotting /s/ John B. Schwemm - ---------------------------------- ------------------------------------- James C. Cotting, Director John B. Schwemm, Director /s/ Lawrence C. Crutcher /s/ Judith A. Sprieser - ---------------------------------- ------------------------------------- Lawrence C. Crutcher, Director Judith A. Sprieser, Director /s/ W. Douglas Ford - ---------------------------------- W. Douglas Ford, Director -----END PRIVACY-ENHANCED MESSAGE-----