0001193125-13-059636.txt : 20130214 0001193125-13-059636.hdr.sgml : 20130214 20130214144800 ACCESSION NUMBER: 0001193125-13-059636 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: 1109519 ONTARIO LTD GROUP MEMBERS: 810679 ONTARIO LTD GROUP MEMBERS: FAIRFAX FINANCIAL HOLDINGS LTD GROUP MEMBERS: ODYSSEY REINSURANCE CO GROUP MEMBERS: SIXTY TWO INVESTMENT CO LTD GROUP MEMBERS: V. PREM WATSA 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36940 FILM NUMBER: 13612291 BUSINESS ADDRESS: STREET 1: 550 WEST ADAMS STREET STREET 2: DEPARTMENT 188 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 312-606-4000 MAIL ADDRESS: STREET 1: DEPARTMENT #188 STREET 2: 550 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60661 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 101728897 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5K 1B1 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5K 1B1 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 SC 13G/A 1 d486672dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

USG Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

903293405

(CUSIP Number)

December 31, 2012

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

13G

 

CUSIP No. 903293405   Page 2 of 17 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

V. PREM WATSA

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CANADIAN

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

8,814,730

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

8,814,730

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,814,730

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.6%

12  

TYPE OF REPORTING PERSON

 

IN

 

13G

 

CUSIP No. 903293405   Page 3 of 17 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

1109519 ONTARIO LIMITED

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ONTARIO, CANADA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

8,814,730

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

8,814,730

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,814,730

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.6%

12  

TYPE OF REPORTING PERSON

 

CO

 

13G

 

CUSIP No. 903293405   Page 4 of 17 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

THE SIXTY TWO INVESTMENT COMPANY LIMITED

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

BRITISH COLUMBIA, CANADA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

8,814,730

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

8,814,730

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,814,730

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.6%

12  

TYPE OF REPORTING PERSON

 

CO

 

13G

 

CUSIP No. 903293405   Page 5 of 17 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

810679 ONTARIO LIMITED

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ONTARIO, CANADA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

8,814,730

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

8,814,730

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,814,730

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.6%

12  

TYPE OF REPORTING PERSON

 

CO

 

13G

 

CUSIP No. 903293405   Page 6 of 17 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CANADA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

8,814,730

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

8,814,730

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,814,730

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.6%

12  

TYPE OF REPORTING PERSON

 

CO

 

13G

 

CUSIP No. 903293405   Page 7 of 17 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

ODYSSEY REINSURANCE COMPANY

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CONNECTICUT

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

3,106,667

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

3,106,667

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,106,667

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.7%

12  

TYPE OF REPORTING PERSON

 

CO

 

Item 1. (a) Name of Issuer:

USG Corporation

Item 1(b) Address of Issuer’s Principal Executive Offices:

550 West Adams Street, Department 188, Chicago, Illinois 60661

Item 2. (a) Name of Person Filing:

This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

  1. V. Prem Watsa, an individual;

 

  2. 1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario;

 

  3. The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia;

 

  4. 810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario;

 

  5. Fairfax Financial Holdings Limited (“Fairfax”), a corporation incorporated under the laws of Canada; and

 

  6. Odyssey Reinsurance Company (“Odyssey”), a corporation incorporated under the laws of Connecticut.

Item 2(b) Address of Principal Business Office:

The addresses of the Reporting Persons are as follows:

 

  1. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

  2. The principal business address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

  3. The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia V6C 3L3;

 

  4. The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

  5. The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7; and

 

  6. The principal business address and principal office address of Odyssey is 300 First Stamford Place, Stamford, Connecticut 06902.

Item 2(c) Citizenship:

V. Prem Watsa is a citizen of Canada.

Item 2(d) Title of Class of Securities:

Common Stock

Item 2(e) CUSIP Number:

903293405

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)   ¨    Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)   ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)   ¨    Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)   ¨    An Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)   ¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)   ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)   ¨    A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G);
(h)   ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)   ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)   ¨    A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)   ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4. Ownership.

Based on the most recent information available, the aggregate number and percentage of the shares of common stock (the “Shares”) of USG Corporation that are beneficially owned by each of the Reporting Persons is set forth in boxes 9 and 11 of the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

The number of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 5, 6, 7 and 8, respectively, on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

Shares reported as beneficially owned include Shares issuable upon conversion of certain convertible debt securities of USG Corporation.

Neither the filing of this Schedule 13G nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax or Odyssey that such person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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.

Certain of the Shares beneficially owned by the Reporting Persons are held by subsidiaries and pension plans of Fairfax, which subsidiaries and pension plans have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No such interest of a subsidiary or pension plan relates to more than 5% of the class of Shares.

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.

See attached Exhibit No. 1.

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 not acquired and are not held for the purpose of or with the effect of changing or

influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013     V. Prem Watsa
   

/s/ V. Prem Watsa

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013   1109519 Ontario Limited
  By:   /s/ V. Prem Watsa
    Name: V. Prem Watsa
    Title: President

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013   The Sixty Two Investment Company Limited
  By:   /s/ V. Prem Watsa
    Name: V. Prem Watsa
    Title: President

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013   810679 Ontario Limited
  By:   /s/ V. Prem Watsa
    Name: V. Prem Watsa
    Title: President

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013   Fairfax Financial Holdings Limited
  By:   /s/ Paul Rivett
    Name: Paul Rivett
    Title: Vice President, Operations

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013   Odyssey Reinsurance Company
  By:   /s/ Kirk M. Reische
    Name: Kirk M. Reische
    Title: Vice President

Exhibit Index

 

Exhibit No.

   

Description

1    Members of filing group.
2    Joint Filing Agreement dated as of February 14, 2013 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited and Odyssey Reinsurance Company.
 EX-1 2 d486672dex1.htm EX-1 EX-1

EXHIBIT 1

MEMBERS OF FILING GROUP

V. Prem Watsa

1109519 Ontario Limited

The Sixty Two Investment Company Limited

810679 Ontario Limited

Fairfax Financial Holdings Limited

Odyssey Reinsurance Company

EX-2 3 d486672dex2.htm EX-2 EX-2

EXHIBIT 2

CUSIP No. 903293405

AGREEMENT CONCERNING JOINT FILING

OF SCHEDULE 13G

The undersigned agree as follows:

(i) each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

Dated: February 14, 2013

V. PREM WATSA
/s/ V. Prem Watsa
1109519 ONTARIO LIMITED
By:   /s/ V. Prem Watsa
 

 

  Name: V. Prem Watsa
  Title: President
THE SIXTY TWO INVESTMENT COMPANY LIMITED
By:   /s/ V. Prem Watsa
 

 

  Name: V. Prem Watsa
  Title: President
810679 ONTARIO LIMITED
By:   /s/ V. Prem Watsa
 

 

  Name: V. Prem Watsa
  Title: President
FAIRFAX FINANCIAL HOLDINGS LIMITED
By:   /s/ Paul Rivett
 

 

  Name: Paul Rivett
  Title: Vice President, Operations
ODYSSEY REINSURANCE COMPANY
By:   /s/ Kirk M. Reische
 

 

  Name: Kirk M. Reische
  Title: Vice President