SC 13G/A 1 usioak.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* US INDUSTRIES INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 912080108 (CUSIP Number) *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). CUSIP NO. 912080108 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harris Associates Investment Trust, 36-4100848 series designated The Oakmark Select Fund 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER None 6. SHARED VOTING POWER 3,937,600 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 3,937,600 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,937,600 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.11% 12. TYPE OF REPORTING PERSON* IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a)Name of Issuer: US Industries Inc. 1(b) Address of Issuer's Principal Executive Offices: 101 Wood Avenue South Iselin, NJ 08830 Item 2(a) Name of Person Filing: Harris Associates Investment Trust, series designated The Oakmark Select Fund 2(b) Address of Principal Business Office or, if none, Residence: Two North LaSalle Street, Suite 500 Chicago, IL 60602-3790 2(c) Citizenship: The filing person is a Massachusetts business trust 2(d) Title of Class of Securities: Common Stock, $0.01 Par Value (the "Shares") 2(e) CUSIP Number: 912080108 Item 3 If this statement if filed pursuant to Rules 13d-1(b), or 13d-2(b): Not applicable. Item 4 Ownership (at December 31, 2000): 4(a) By reason of advisory and other relationships with the person who owns the Shares, Harris may be deemed to be the beneficial owner of the following shares: 3,937,600 shares 4(b) Percent of Class: 5.11% 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: None (ii) shared power to vote or to direct the vote: 3,937,600 (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 3,937,600 Item 5 Ownership of Five Percent or Less of a Class: Not Applicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Dated: February 5, 2001 Harris Associates Investment Trust, series designated The Oakmark Select Fund By:/s/Anita M. Nagler Anita M. Nagler Secretary HARRIS ASSOCIATES L.P. Two North LaSalle Street, Suite 500 Chicago, Illinois 60602-3790 February 5, 2001 Via EDGAR System Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-1004 Attn: Filing Desk, Stop 1-4 Re: Amendment No. 2 to Schedule 13G for US Industries Inc. Dear Sir or Madam: On behalf of Harris Associates Investment Trust, series designated The Oakmark Select Fund and pursuant to Regulation 13D-G of the Regulations adopted under the Securities Exchange Act of 1934, attached hereto for filing is one copy of Amendment No. 1 to Schedule 13G for US Industries Inc. A copy of this Amendment has been forwarded to the principal executive offices of US Industries. Very truly yours, /s/ SUSAN L. KEHOE Susan L. Kehoe Legal Assistant Attachment