-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, VzeilQxb8+gjZ5XgiN+ULruGmp19oJTDVKdW87Au/4SQujn+aZpv9UxBlSBh/SF/ uzTSShmQ5i0phYn3heyjlg== 0000895345-94-000020.txt : 19940324 0000895345-94-000020.hdr.sgml : 19940324 ACCESSION NUMBER: 0000895345-94-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940323 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-36940 FILM NUMBER: 94517329 BUSINESS ADDRESS: STREET 1: 125 S FRANKLIN ST STREET 2: DEPT. 188 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126065439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 SC 13D/A 1 AMENDMENT OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response. . .14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) USG CORPORATION (Name of Issuer) Common Stock, par value $.10 per share (Title of Class of Securities) 0009032931 (CUSIP Number) James B. McHugh, Esq. The Goldman Sachs Group, L.P. 85 Broad Street New York, NY 10004 (212) 902-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 22, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with the statement.[ ] (A fee is not required, only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. 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). 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Water Street Corporate Recovery Fund I, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds 00-WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power 9,534,301 shares of Common Stock 8 Shared Voting Power - - 0 - 9 Sole Dispositive Power 9,534,301 shares of Common Stock 10 Shared Dispositive Power - - 0 - 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,534,301 shares of Common Stock 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 21.1% 14 Type of Reporting Person* PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Goldman, Sachs & Co. 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds 00-WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6 Citizenship or Place of Organization New York Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power 9,630,840 shares of Common Stock 8 Shared Voting Power - - 0 - 9 Sole Dispositive Power 9,630,840 shares of Common Stock 10 Shared Dispositive Power - - 0 - 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,630,840 shares of Common Stock 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 21.3% 14 Type of Reporting Person* HC-BD-PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Goldman Sachs Group, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power 9,630,840 shares of Common Stock 8 Shared Voting Power - - 0 - 9 Sole Dispositive Power 9,630,840 shares of Common Stock 10 Shared Dispositive Power - - 0 - 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,630,840 shares of Common Stock 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 21.3% 14 Type of Reporting Person* HC-PN This statement constitutes Amendment No. 5 ("Amendment No. 5") to the Statement on Schedule 13D, dated May 17, 1993, as amended by Amendment No. 1, dated January 10, 1994, Amendment No. 2, dated February 22, 1994, Amendment No. 3, dated March 14, 1994 and Amendment No. 4, dated March 17, 1994 (collectively, the "Schedule 13D"), filed by Water Street Corporate Recovery Fund I, L.P. ("Water Street"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS Group" and together with Water Street and Goldman Sachs, the "Reporting Persons") in respect of the beneficial ownership by the Reporting Persons of shares of the common stock, par value $.10 per share (the "Common Stock"), of USG Corporation, a Delaware corporation (the "Company"). Capitalized terms used but otherwise not defined herein shall have the meaning ascribed to them in the Schedule 13D. Item 4 is hereby amended as follows: Item 4. Purpose of the Transaction. On March 17, 1994, the underwriters in the Offering of Common Stock exercised in full their overallotment options to purchase an additional 900,000 shares of Common Stock from the Company and 975,000 shares of Common Stock from Water Street, in each case, at the public offering price per share of $29.875. The closing of that offering (the "Additional Offering") was consummated on March 22, 1994. Item 5 is hereby amended as follows: Item 5. Interest in Securities of the Issuer. On March 22, 1994, the Additional Offering was consummated resulting in the sale of 900,000 shares of Common Stock by the Company and 975,000 shares of Common Stock by Water Street. Water Street received aggregate proceeds of approximately $28 million, net of the underwriting discount (but before payment of Water Street's other expenses), or $28.531 per share. As of the date hereof, Water Street beneficially owns 9,418,231 shares of Common Stock and Warrants to purchase 116,070 shares of Common Stock. As of the date hereof, Goldman Sachs beneficially owns 96,539 shares of Common Stock and, as the general partner of Water Street, may be deemed to be the beneficial owner of the 9,418,231 shares of Common Stock and Warrants to purchase 116,070 shares of Common Stock held by Water Street. In addition, GS Group may be deemed to be the beneficial owner of (i) the 9,418,231 shares of Common Stock and Warrants to purchase 116,070 shares of Common Stock held by Water Street and (ii) the 96,539 shares of Common Stock held by Goldman Sachs. Accordingly, Water Street, Goldman Sachs and GS Group beneficially own (without giving effect to the Warrants owned by Water Street) 21% of the outstanding shares of Common Stock. Assuming that Water Street exercises all of its Warrants, but that no other Warrants are exercised, Water Street, Goldman Sachs and GS Group would beneficially own 21% of the outstanding shares of Common Stock. SIGNATURE Each of the undersigned certifies, after reasonable inquiry and to the best of its knowledge and belief, that the information set forth in this statement is true, complete and correct. WATER STREET CORPORATE RECOVERY FUND I, L.P. By: GOLDMAN, SACHS & CO. General Partner By: /s/ Richard A. Friedman Name: Richard A. Friedman Title: General Partner GOLDMAN, SACHS & CO. By: /s/ Richard A. Friedman Name: Richard A. Friedman Title: General Partner THE GOLDMAN SACHS GROUP, L.P. By: /s/ Richard A. Friedman Name: Richard A. Friedman Title: General Partner Dated: March 23, 1994 -----END PRIVACY-ENHANCED MESSAGE-----