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 of 1934
February 25, 2007
(Date of earliest event reported)
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 |
| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
125 South Franklin Street, Chicago, Illinois 60606-4678
(Address of principal executive offices, including zip code)
(312) 606-4000
(Registrant’s telephone number, including area code)
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)) |
ITEM 1.01 Entry into a Material Definitive Agreement
On February 25, 2007, USG Corporation’s wholly owned subsidiary, L&W Supply Corporation
(“L&W”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Joseph Zucchero
(the “Seller”) and California Wholesale Material Supply, Inc., Distribuidora CalPly de Mexico, S.A.
de C.V., E Foam Corp., Southwest Install and Rework, Inc. and Stockdale Material Company, Inc.
(collectively “CALPLY”) pursuant to which L&W agreed to purchase from the Seller, or entities owned
or controlled by the Seller, all of the issued and outstanding equity interests of CALPLY. CALPLY
is a building materials distribution company with 30 operating locations in seven western states
and Mexico. CALPLY sells building products and provides services to acoustical contractors,
drywall contractors, plaster contractors, roofing companies, manufactured housing companies,
countertop fabricators, government institutions and exporters.
Pursuant to the terms of the Purchase Agreement, L&W has agreed to purchase from the Seller
all of the outstanding equity interests of CALPLY for a total price of approximately $280 million,
including debt to be repaid at closing.
The Purchase Agreement contains representations, warranties, covenants and indemnities that
are customary for agreements of this type, including, in the case of the Seller, a covenant to
operate the business in the ordinary course and consistent with past practices between the date of
execution of the Purchase Agreement and the closing of the acquisition. The Purchase Agreement
also provides for a portion of the purchase price to be held in escrow to secure the Seller’s
indemnity obligations under the agreement.
Consummation of the transactions contemplated by the Purchase Agreement is subject to the
satisfaction or waiver of customary closing conditions, including expiration or termination of the
waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, the
accuracy in all material respects of the representations and warranties of each party as of the
closing or other applicable date, the performance in all material respects by the parties of their
respective obligations under the Purchase Agreement and, in the case of the Seller, the absence of
any change or event which would reasonably be expected to result in a material adverse effect on
the acquired businesses.
There can be no assurance that the closing conditions set forth in the Purchase Agreement will
be satisfied or waived. The foregoing summary of the Purchase Agreement and the transactions
contemplated thereby is qualified in its entirety by reference to the terms of the Purchase
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On February 26, 2007, USG Corporation issued a press release announcing the execution of the
Purchase Agreement and other matters. A copy of the press release is furnished as Exhibit 99.1
hereto and incorporated herein by reference.
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