UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to
Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
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USG Corporation |
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(Name of Issuer) |
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Common Stock |
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(Title of Class of Securities) |
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903293405 |
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(CUSIP Number) |
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October 15, 2003 |
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Date of Event Which Requires Filing of the Statement |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule
13d-1(b)
ý Rule
13d-1(c)
o 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 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).
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CUSIP NO. 903293405 |
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13G |
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Page 2 of 17 Pages |
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1. |
NAME OF REPORTING
PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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(b) o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF REPORTING
PERSON* |
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Page 2 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 3 of 17 Pages |
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1. |
NAME OF REPORTING
PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF REPORTING
PERSON* |
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Page 3 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 4 of 17 Pages |
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1. |
NAME OF REPORTING PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF REPORTING
PERSON* |
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Page 4 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 5 of 17 Pages |
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1. |
NAME OF REPORTING
PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF REPORTING
PERSON* |
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Page 5 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 6 of 17 Pages |
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1. |
NAME OF REPORTING
PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF
REPORTING PERSON* |
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Page 6 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 7 of 17 Pages |
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1. |
NAME OF REPORTING
PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF
REPORTING PERSON* |
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Page 7 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 8 of 17 Pages |
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1. |
NAME OF REPORTING
PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF
REPORTING PERSON* |
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Page 8 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 9 of 17 Pages |
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1. |
NAME OF REPORTING
PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF
REPORTING PERSON* |
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Page 9 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 10 of 17 Pages |
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1. |
NAME OF REPORTING
PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF
REPORTING PERSON* |
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Page 10 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 11 of 17 Pages |
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1. |
NAME OF REPORTING
PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
||
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
TYPE OF
REPORTING PERSON* |
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Page 11 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 12 of 17 Pages |
Item 1(a) Name of Issuer: USG CORPORATION
1(b) Address of Issuer’s Principal Executive Offices:
125
South Franklin Street
Chicago, Illinois 60606
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office
Item 2(c) Citizenship
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Citadel Limited Partnership |
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GLB Partners, L.P. |
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Citadel Investment
Group, L.L.C. |
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Kenneth Griffin |
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Citadel Wellington Partners L.P. |
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Citadel Kensington
Global Strategies Fund Ltd. |
Page 12 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 13 of 17 Pages |
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Citadel Equity Fund
Ltd. |
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Hera International
Investments Ltd. |
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Citadel Antaeus
International Investments Ltd. |
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Aragon Investments, Ltd. |
2(d) Title of Class of Securities:
Common Stock, par value $0.10 per share
2(e) CUSIP Number: 903293405
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) o Broker or dealer registered under Section 15 of the Exchange Act;
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) o Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d) o Investment company registered under Section 8 of the Investment Company Act;
(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
Page 13 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 14 of 17 Pages |
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ý
Item 4 Ownership:
CITADEL
LIMITED PARTNERSHIP
GLB PARTNERS, L.P.
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON PARTNERS L.P.
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.
HERA INTERNATIONAL INVESTMENTS LTD.
CITADEL ANTAEUS INTERNATIONAL INVESTMENTS LTD.
ARAGON INVESTMENTS, LTD.
(a) Amount beneficially owned:
Call options to purchase 927,000 shares of Common Stock
1,480,700 shares of Common Stock
(b) Percent of Class:
Approximately 5.6% as of the date of this filing (based on 43,050,592 shares of Common Stock issued and outstanding as of June 30, 2003).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
Page 14 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 15 of 17 Pages |
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
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:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
See Item 2 above.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
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.
* Adam C. Cooper is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on November 19, 2002, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.
Page 15 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 16 of 17 Pages |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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Dated this 24th day of October, 2003 |
KENNETH GRIFFIN |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, attorney-in-fact* |
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CITADEL LIMITED PARTNERSHIP |
CITADEL INVESTMENT GROUP, L.L.C. |
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By: |
GLB Partners, L.P., |
By: |
/s/ Adam C. Cooper |
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its General Partner |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
CITADEL EQUITY FUND LTD. |
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By: |
/s/ Adam C. Cooper |
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By: |
Citadel Limited Partnership, |
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Adam C. Cooper, Senior Managing |
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its Portfolio Manager |
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Director and General Counsel |
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By: |
GLB Partners, L.P., |
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GLB PARTNERS, L.P. |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior Managing |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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Director and General Counsel |
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CITADEL WELLINGTON PARTNERS |
CITADEL KENSINGTON GLOBAL |
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By: |
Citadel Limited Partnership, |
By: |
Citadel Limited Partnership, |
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its General Partner |
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its Portfolio Manager |
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By: |
GLB Partners, L.P., |
By: |
GLB Partners, L.P., |
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its General Partner |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior Managing |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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Director and General Counsel |
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Page 16 of 17
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CUSIP NO. 903293405 |
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13G |
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Page 17 of 17 Pages |
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HERA INTERNATIONAL INVESTMENTS LTD. |
CITADEL ANTAEUS INTERNATIONAL INVESTMENTS LTD. |
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By: |
Citadel Limited Partnership, |
By: |
Citadel Limited Partnership, |
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its Portfolio Manager |
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its Portfolio Manager |
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By: |
GLB Partners, L.P., |
By: |
GLB Partners, L.P., |
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its General Partner |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior Managing |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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Director and General Counsel |
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ARAGON INVESTMENTS, LTD. |
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By: |
Citadel Limited
Partnership, |
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By: |
GLB Partners, L.P., |
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By: |
Citadel Investment
Group, L.L.C., |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior
Managing |
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Page 17 of 17