UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2010
USG Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8864
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36-3329400 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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550 West Adams Street, Chicago, Illinois
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60661-3676 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (312) 436-4000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 3 — Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On September 8, 2010, the Registrant contributed 3,271,405 shares of its common stock, par
value $.10 per share (the “Contributed Shares”), to the USG Corporation Retirement Plan Trust (the
“Trust”), the trust maintained in connection with the defined benefit pension plan sponsored by the
Registrant. The Contributed Shares were valued for purposes of the contribution at $12.38 per
share, or approximately $40.5 million in the aggregate, by Evercore Trust Company, N.A.
(“Evercore”), an independent fiduciary that has been appointed as investment manager with respect
to the Contributed Shares. The Contributed Shares were issued to The Northern Trust Company, as
trustee of the Trust, in reliance upon the exemption from registration provided by Section 4(2) of
the Securities Act of 1933, as amended (the “Act”), and in furtherance of the Registrant’s funding
of the Trust.
On September 8, 2010 the Registrant also entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with Evercore, in its capacity as investment manager for the
Contributed Shares. The Registration Rights Agreement requires, among other things, that the
Registrant file with the Securities and Exchange Commission (the “SEC”) a shelf registration
statement on Form S-3 to register the Contributed Shares for the purpose of resale from time to
time by the Trust. Under the Registration Rights Agreement, the Registrant is required to use its
commercially reasonable efforts to cause the registration statement to remain continuously
effective until all Contributed Shares have been sold by the Trust, all of the Contributed Shares
may be sold in accordance with Rule 144 promulgated by the SEC under the Act (and no conditions of
that rule are unmet or applicable to the Trust) or 90 days after the number of Contributed Shares
held by the Trust is less than 1% of the Registrant’s then outstanding shares of common stock,
whichever occurs earlier. The Registrant registered the resale of the Contributed Shares by the
Trust with the SEC on September 8, 2010.
The foregoing summary of the Registration Rights Agreement is qualified in its entirety by
reference to the text of the Registration Rights Agreement, which is filed as Exhibit 4.1 hereto
and is incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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4.1 |
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Registration Rights Agreement, dated as of September 8, 2010, between USG Corporation
and Evercore Trust Company, N.A. |
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