Page 10 of 11 – SEC Filing
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 10 OF 11 PAGES |
This Amendment No. 9 to Schedule 13D amends and supplements the information set forth in the Schedule 13D
filed by certain of the Reporting Persons with the Securities and Exchange Commission (the Commission) on January 31, 2006 (the 13D), as subsequently amended thereafter, with respect to the shares of Common Stock, par value
$0.10 per share (Common Stock) of USG Corporation (USG). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the 13D.
Item 4 is hereby amended to add the following:
From time
to time, beginning many years ago, executives of Gebr. Knauf Verwaltungsgesellschaft KG (Gebr. Knauf) and/or C & G Verwaltungs GmbH (C & G Verwaltungs and, together with Gebr. Knauf, the Knauf
Entities) have contacted Berkshires Chief Executive Officer (CEO) to describe the Knauf Entities potential and conditional interest in a transaction with USG. Most recently, the Knauf Entities furnished Berkshire a copy
of a letter from Gebr. Knauf to USG dated March 15, 2018 in which Gebr. Knauf submitted an indicative and non-binding proposal for the acquisition of 100% of the outstanding shares of Common Stock of USG at $42.00 per share.
On March 23, 2018 Berkshires CEO and another Berkshire executive held a telephonic discussion with two executives of the Knauf Entities and three
representatives of one of the advisors of the Knauf Entities, during which Berkshire proposed to grant to the Knauf Entities an option to purchase all of the Berkshire Entities shares of Common Stock of USG, subject to legal review. Such
option would be exercisable only in connection with the consummation of a purchase by the Knauf Entities of all of the outstanding shares of Common Stock of USG that the Knauf Entities did not already own, at a price of not less than $42.00 per
share, subject to and in accordance with applicable law and contractual restrictions. The option exercise price per share was proposed by Berkshire to be the price per share paid to such other holders of Common Stock of USG by the Knauf Entities,
less the option purchase price of $2.00 per share to be paid to the Berkshire Entities upon entering into a definitive option agreement. The option would have a term of approximately 6 months.
The Knauf Entities have not responded to this proposal, and the Reporting Persons do not know whether the Knauf Entities will pursue further discussion with
Berkshire of the proposed option or will make an offer to purchase shares of Common Stock of USG. Berkshire has not agreed to support any plan or proposal by the Knauf Entities with respect to the Common Stock of USG, and there are no agreements,
written or otherwise, between the Reporting Persons and the Knauf Entities.
Depending upon price, market conditions, availability of funds, evaluation of
other investment opportunities, and other factors, the Reporting Persons may at any time and from time to time sell or otherwise dispose of some or all of the shares of Common Stock of USG held by them, either as contemplated by the Registration
Rights Agreement or in another manner permitted by applicable law.
Item 5 is hereby amended as follows:
The percentages of outstanding shares reported in this Amendment No. 9 are based on the number of shares of Common Stock disclosed as outstanding on USGs
Form 10-K filed with the Commission on February 14, 2018.
