-----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, MDQ0p8D8HAMxwEp32+VJLP7wnleRk/Gz0lsLFVVKRaNM2SILzXqmZNJpBFfiLxn2 K7NmYz1DxZaWFrSDMbXCqQ== 0001031523-99-000018.txt : 19991115 0001031523-99-000018.hdr.sgml : 19991115 ACCESSION NUMBER: 0001031523-99-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991112 GROUP MEMBERS: J.R. SIMPLOT SELF DECLARATION OF REVOCABLE TRUST GROUP MEMBERS: SIMPLOT J R SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36940 FILM NUMBER: 99750352 BUSINESS ADDRESS: STREET 1: 125 S FRANKLIN ST STREET 2: DEPT. 188 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126064000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPLOT J R CENTRAL INDEX KEY: 0000947911 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 BUSINESS PHONE: 2083362110 MAIL ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLOT J R ET AL DATE OF NAME CHANGE: 19950712 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 USG CORPORATION ------------------------------------------- (Name of Issuer) Common Stock ($.10 par value) --------------------------------- (Title of Class of Securities) 903293405 ------------------------- (CUSIP Number) Ronald N. Graves, Esq. J.R. Simplot Self-Declaration of Revocable Trust J.R. Simplot Foundation 999 Main Street Boise, Idaho 83702 Telephone: (208) 336-2110 --------------------------------------- (Names, addresses and telephone numbers of persons authorized to receive notices and communications) November 3, 1999 ------------------------------------- (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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons J.R. Simplot/J.R. Simplot Self Declaration of Revocable Trust 2) Check the Appropriate Box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization US Number of 7) Sole Voting Power 4,959,300 Shares Beneficially 8) Shared Voting Power 100,000 Owned by Each 9) Sole Dispositive Power 4,959,300 Reporting Person With: 10) Shared Dispositive Power 100,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,059,300 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 10.233% 14) Type of Reporting Person IN 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons J.R. Simplot Foundation 2) Check the Appropriate Box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization US Number of 7) Sole Voting Power 100,000 Shares Beneficially 8) Shared Voting Power Owned by Each 9) Sole Dispositive Power 100,000 Reporting Person With: 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 0.2% 14) Type of Reporting Person IN 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Don J. Simplot 2) Check the Appropriate Box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds PF/00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization US Number of 7) Sole Voting Power 113,900 Shares Beneficially 8) Shared Voting Power 100,000 Owned by Each 9) Sole Dispositive Power 113,900 Reporting Person With: 10) Shared Dispositive Power 100,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 0.2% 14) Type of Reporting Person IN 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Scott R. Simplot 2) Check the Appropriate Box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds PF/00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization US Number of 7) Sole Voting Power 0 Shares Beneficially 8) Shared Voting Power 100,000 Owned by Each 9) Sole Dispositive Power 0 Reporting Person With: 10) Shared Dispositive Power 100,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 0.2% 14) Type of Reporting Person IN The class of securities to which this Statement relates is the common stock, par value $.10 per share (the "Stock"), of USG Corporation (the "Issuer"), whose address is 125 S. Franklin Street, Chicago, Illinois 60606. This Amendment No. 3 amends the Schedule 13D originally filed on December 28, 1998 on behalf of the J.R. Simplot Self-Declaration of Revocable Trust dated December 21, 1989 (the "Trust"), as amended by Amendment No. 1 to Schedule 13D filed on January 26, 1999, and as further amended by Amendment No. 2 to Schedule 13D filed on April 9, 1999. The Trust is an inter vivos revocable trust of which Mr. J.R. Simplot ("Mr. Simplot") is the trustee and beneficiary. Mr. Simplot is a U.S. citizen. Mr. Simplot is Chairman Emeritus of, and a consultant to, J.R. Simplot Company, 999 Main Street, Boise, Idaho 83702. The purpose of this Amendment is to report additional purchases of Stock, and the addition of J.R. Simplot Foundation as a reporting person. The J.R. Simplot Foundation is a charitable foundation organized as a nonprofit corporation under Idaho law (the "Foundation"). The Foundation was established by Mr. Simplot for general charitable purposes. Its principal office is located at 999 Main Street, Boise, Idaho 83702. The directors and executive officers of the Foundation, their principal occupations and their business addresses are as follows:
Name Title(s) Principal OccupationBusiness Address - ----------------------------- ------------------------------------- J.R. Simplot Director, See Schedule 13D See above President Don J. Simplot Director, Office of Chairman 999 Main Street Vice President J.R. Simplot CompanyBoise, Idaho 83702 Scott R. SimplotDirector Office of Chairman 999 Main Street J.R. Simplot CompanyBoise, Idaho 83702
Neither Mr. Simplot, the Foundation, nor any of the executive officers or directors of the Foundation during the past five years has been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors, and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or other Consideration. - ------------------------------------------------------------ The Trust purchased the shares of Stock reported in Item 5 with personal funds of the Trust and with funds provided pursuant to customary margin arrangements between the Trust and Merrill Lynch. The Foundation purchased the shares of Stock owned by it with working capital of the Foundation and with funds provided pursuant to customary margin arrangements between the Foundation and Merrill Lynch. Item 4. Purpose of Transaction. - --------------------------------- (a) The purpose of the the Foundation's purchase is investment. The Trust may from time to time seek to increase, reduce or dispose of its investment in the Stock in the open market, in privately negotiated transactions, or otherwise. The determination to effect any such transactions will depend on, among other things, the market price, availability of funds, borrowing costs, market conditions, developments affecting the Issuer and the Foundation, other opportunities available to the Foundation and other considerations. The Foundation intends, from time to time, to review its investment in the Issuer and to take such action with respect to the Issuer as it considers desirable in light of the circumstances then prevailing. (b - j) Not applicable. Item 5. Interest in Securities of the Issuer. - ------------------------------------------------ (a - b) As of November 3, 1999, the Trust owned 4,959,300 shares of Stock. As trustee of the Trust, Mr. Simplot has the sole power to vote and dispose of such shares. As of November 3, 1999, the Foundation owned 100,000 shares. Mr. Simplot shares with the other directors of the Foundation the power to vote and dispose of the shares of Stock held by the Foundation. One of the directors, Don J. Simplot, owns 113,900 shares of Stock in a separate account controlled solely by him. Based upon information contained in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities and Exchange Commission for the quarter ended September 30, 1999 (the "10-Q"), the shares owned by the Trust and the Foundation constitute approximately 10.233% of the 49,440,579 shares of Stock outstanding, as reported in the 10-Q. (c) During the 60 days prior to and including November 3, 1999, to the Schedule 13D, the Trust acquired the shares of Stock described below in open market purchases through ordinary brokerage transactions:
Purchase No. of Price per Share Date Shares (including commissions) --------- ------ ---------------- 11/2/99 41,000 $48.605 11/3/99 81,000 49.437 (d - e) Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I certify the information set forth in this statement is true, complete and correct. J.R. Simplot Self-Declaration of Revocable Trust By //s// J.R. Simplot ----------------------------------- J.R. Simplot, as Trustee Date: November 11, 1999 J.R. Simplot Foundation By //s// Ronald N. Graves ----------------------------------- Ronald N. Graves, Secretary Date: November 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----