SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
(Amendment No. 10)
USG CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
903293 40 5
(CUSIP Number)
MARC D. HAMBURG
BERKSHIRE HATHAWAY INC.
3555 FARNAM STREET
OMAHA, NEBRASKA 68131
(402) 346-1400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 12, 2018
(Date of Event Which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.
| 1 | 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 (the “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. 903293 40 5 | SCHEDULE 13D/A | PAGE 2 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warren E. Buffett | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
43,387,980 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
43,387,980 (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,387,980 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IN, HC | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 3 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Berkshire Hathaway Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
43,387,980 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
43,387,980 (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,387,980 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
HC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 4 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
National Indemnity Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
39,002,016 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
39,002,016 (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,002,016 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 5 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Berkshire Hathaway Life Insurance Company of Nebraska | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
14,035,088 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
14,035,088 (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,035,088 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 6 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Berkshire Hathaway Assurance Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
7,894,736 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
7,894,736 (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,894,736 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 7 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
General Re Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,385,964 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,385,964 (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,385,964 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
HC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 8 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
General Reinsurance Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,385,964 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,385,964 (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,385,964 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 9 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
General Re Life Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,385,964 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,385,964 (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,385,964 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 10 OF 11 PAGES |
This Amendment No. 10 to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by certain of the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on January 31, 2006 (the “13D”), as amended thereafter, with respect to the shares of Common Stock, par value $0.10 per share (“Common Stock”) of USG Corporation (“USG”). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the 13D.
Item 4 is hereby amended to add the following:
On April 10, 2018, Gebr. Knauf filed a preliminary proxy statement and proxy card with the Commission to be used to solicit votes against USG’s four nominees for election to the Board of Directors (the “Board”) at the 2018 annual meeting of stockholders scheduled for May 9, 2018 (the “2018 Annual Meeting”). In addition, on April 10, 2018, Gebr. Knauf issued a press release containing an open letter to the stockholders of USG.
On April 12, 2018, in response to an inquiry from a Bloomberg reporter, a spokesperson for Berkshire stated “Berkshire’s present intention is to vote against the four directors proposed by management.”
Item 5 is hereby amended as follows:
The percentages of outstanding shares reported in this Amendment No. 10 are based on the number of shares of Common Stock disclosed as outstanding on USG’s Schedule 14A filed with the Commission on March 29, 2018.
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 11 OF 11 PAGES |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete, and correct.
Dated: April 12, 2018
| WARREN E. BUFFETT | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| BERKSHIRE HATHAWAY INC. | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Senior Vice President | |
| NATIONAL INDEMNITY COMPANY | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| BERKSHIRE HATHAWAY ASSURANCE CORPORATION | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| GENERAL RE CORPORATION | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| GENERAL REINSURANCE CORPORATION | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| GENERAL RE LIFE CORPORATION | ||
| By: | /S/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |