-----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, Cku6qA98UyW5Hz5DH3MsHdbOKGgGOrN0K4oTxySy6OPJbRi3fRrae9ehCjbs90O1 YxKTXEa7Fute/pNhWK46EA== 0000950137-06-001431.txt : 20060207 0000950137-06-001431.hdr.sgml : 20060207 20060207121002 ACCESSION NUMBER: 0000950137-06-001431 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060207 DATE AS OF CHANGE: 20060207 FILER: 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08864 FILM NUMBER: 06584429 BUSINESS ADDRESS: STREET 1: 125 SOUTH FRANKLIN STREET STREET 2: DEPARTMENT 188 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-606-4000 MAIL ADDRESS: STREET 1: DEPARTMENT #188 STREET 2: 125 SOUTH FRANKLIN STREET CITY: CHICAGO STATE: IL ZIP: 60606 8-A12B/A 1 c02177a1e8va12bza.htm AMENDMENT TO FORM 8-A e8va12bza
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
USG CORPORATION
 
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware   36-3329400
     
(State of Incorporation or Organization)   (I.R.S. Employer
Identification No.)
     
125 South Franklin Street, Chicago, Illinois   60606-4678
     
(Address of Principal Executive Offices)   (Zip Code)
     
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ý
  If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective Pursuant to General Instruction A.(d), please check the following box. ¨
       
Securities Act registration statement file number to which this form relates:
    
 
   
 
  (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
     
Title of Each Class
to be so Registered 		  Name of Each Exchange on Which
Each Class is to be Registered
     
Preferred Stock Purchase Rights, with
respect to Common Stock, $.10 par value 		  Chicago Stock Exchange
     
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
 
(Title of class)

 

 

Item 1.   Description of Registrant’s Securities to be Registered.
On January 29, 2006, the Board of Directors of USG Corporation (the “Company”) amended the Rights Agreement, dated as of March 27, 1998 (the “Rights Agreement”), by and between the Company and Harris N.A., successor to Harris Trust and Savings Bank, as rights agent. Among other things, the amendment permits the Company’s proposed equity rights offering to proceed without triggering the Rights Agreement and accelerates the expiration of the rights issued pursuant to the Rights Agreement to 11 days after the effectiveness of USG’s plan of reorganization.
The rights issued pursuant to the Rights Agreement are in all respects subject to and governed by the provisions of the Rights Agreement, as amended. Copies of the Rights Agreement are available free of charge from the Company. The foregoing description of the amendment to the Rights Agreement is qualified in its entirety by reference to the full text of the amendment, a copy of which is incorporated herein by this reference.
Item 2.   Exhibits.
     
Exhibit    
Number   Exhibit
 
    
4.1
  Amendment No. 1, dated January 30, 2006, to the Rights Agreement, dated as of March 27, 1998, by and between the Company and Harris N.A., successor to Harris Trust and Savings Bank, as rights agent, incorporated by reference to the Amendment No. 1 to Form 8-A filed by the Company on January 31, 2006

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SIGNATURE
     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
         
  USG CORPORATION
 		  
  By:   /s/ Stanley L. Ferguson    
    Name:   Stanley L. Ferguson   
    Title:   Executive Vice President and
General Counsel 		  
 
Date: February 7, 2006

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INDEX TO EXHIBITS
     
Exhibit    
Number   Exhibit
     
4.1
  Amendment No. 1, dated January 30, 2006, to the Rights Agreement, dated as of March 27, 1998, by and between the Company and Harris N.A., successor to Harris Trust and Savings Bank, as rights agent, incorporated by reference to the Amendment No. 1 to Form 8-A filed by the Company on January 31, 2006

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