Filing Details
- Accession Number:
- 0001193125-18-094909
- Form Type:
- 13D Filing
- Publication Date:
- 2018-03-26 06:08:33
- Filed By:
- Berkshire Hathaway
- Company:
- Usg Corp (NYSE:USG)
- Filing Date:
- 2018-03-26
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Warren E. Buffett | 0 | 43,387,980 | 0 | 43,387,980 | 43,387,980 | 30.8% |
| Berkshire Hathaway Inc | 0 | 43,387,980 | 0 | 43,387,980 | 43,387,980 | 30.8% |
| National Indemnity Company | 0 | 39,002,016 | 0 | 39,002,016 | 39,002,016 | 27.6% |
| Berkshire Hathaway Life Insurance Company of Nebraska | 0 | 14,035,088 | 0 | 14,035,088 | 14,035,088 | 9.9% |
| Berkshire Hathaway Assurance Corporation | 0 | 7,894,736 | 0 | 7,894,736 | 7,894,736 | 5.6% |
| General Re Corporation | 0 | 4,385,964 | 0 | 4,385,964 | 4,385,964 | 3.1% |
| General Reinsurance Corporation | 0 | 4,385,964 | 0 | 4,385,964 | 4,385,964 | 3.1% |
| General Re Life Corporation | 0 | 4,385,964 | 0 | 4,385,964 | 4,385,964 | 3.1% |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
(Amendment No. 9)
USG CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
903293 40 5
(CUSIP Number)
MARC D. HAMBURG
BERKSHIRE HATHAWAY INC.
3555 FARNAM STREET
OMAHA, NEBRASKA 68131
(402) 346-1400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 23, 2018
(Date of Event Which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| 1 | The remainder of this cover page shall be filled out for a reporting persons 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 (the 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).
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 2 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warren E. Buffett | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
43,387,980 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
43,387,980 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,387,980 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.8% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IN, HC | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 3 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Berkshire Hathaway Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
43,387,980 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
43,387,980 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,387,980 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.8% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
HC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 4 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
National Indemnity Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
39,002,016 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
39,002,016 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,002,016 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 5 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Berkshire Hathaway Life Insurance Company of Nebraska | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
14,035,088 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
14,035,088 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,035,088 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 6 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Berkshire Hathaway Assurance Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
7,894,736 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
7,894,736 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,894,736 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 7 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
General Re Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,385,964 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,385,964 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,385,964 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
HC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 8 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
General Reinsurance Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,385,964 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,385,964 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,385,964 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 9 OF 11 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
General Re Life Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut corporation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,385,964 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,385,964 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,385,964 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (see Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IC, CO | |||||
| * | See instructions |
| 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.
| CUSIP NO. 903293 40 5 | SCHEDULE 13D/A | PAGE 11 OF 11 PAGES |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete, and correct.
Dated: March 26, 2018
| WARREN E. BUFFETT | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| BERKSHIRE HATHAWAY INC. | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Senior Vice President | |
| NATIONAL INDEMNITY COMPANY | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| BERKSHIRE HATHAWAY ASSURANCE CORPORATION | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| GENERAL RE CORPORATION | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| GENERAL REINSURANCE CORPORATION | ||
| By: | /s/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |
| GENERAL RE LIFE CORPORATION | ||
| By: | /S/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Attorney-In-Fact | |