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
April 7, 2006
(Date of earliest event reported)
USG CORPORATION
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-8864
|
|
36-3329400 |
| (State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 8.01 Other Events.
On April 10, 2006, USG Corporation (the “Corporation”) issued a press release announcing that
the U.S. Bankruptcy Court for the District of Delaware approved the adequacy of the information in
the Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code for the Joint Plan of
Reorganization of USG Corporation and its Debtor Subsidiaries (the “Disclosure Statement”) filed by
the Corporation with the Bankruptcy Court on March 27, 2006. The Bankruptcy Court issued an order
approving the Disclosure Statement on April 7, 2006.
The Disclosure Statement contains certain projections of financial performance for the fiscal
years ended December 31, 2006 and 2007, which projections were previously furnished as an exhibit
to the Corporation’s Current Report on Form 8-K dated March 3, 2006. The debtors do not, as a
matter of course, publish their business plans and strategies or forward-looking projections of
results of operations, financial position and cash flows. The Corporation refers to the
limitations and qualifications included in the Disclosure Statement with respect to those
projections.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference. A copy of the Disclosure Statement is furnished as Exhibit
99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Separately, the Corporation reported that the number of outstanding stock options as of April
7, 2006 was 400,175. The weighted average remaining life of those options was 33 months and the
weighted average strike price was $44.77.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| |
|
|
| Number |
|
Description |
|
|
|
99.1
|
|
USG Corporation press release dated April 10, 2006 |
|
|
|
99.2
|
|
Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code for the Joint Plan of
Reorganization of USG Corporation and its Debtor Subsidiaries |
2