Restructuring and Rights Offering History

USG Corporation Common Stock
Restructuring, Stock Split and Rights Offering History

2006 Rights Offering

USG Corporation issued to its stockholders, as of June 30, 2006 one transferable right for each common share owned on that date, entitling the holder to purchase one share of common stock for $40.00 in cash for each right. The rights (reference CUSIP #903293 13 2) expired on July 27, 2006.

TAX INFORMATION FOR USG CORPORATION STOCKHOLDERS WHO RECEIVED RIGHTS TO ACQUIRE SHARES OF USG CORPORATION COMMON STOCK

2006 Plan of Reorganization

USG Corporation and its principal domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code on June 25, 2001. Throughout the bankruptcy, USG common stock continued to trade on the New York Stock Exchange. Pursuant to our Plan of Reorganization, common stock owners retained their ownership upon USG’s emergence from Chapter 11 on June 20, 2006.

1993 Restructuring: Reverse Stock Split and Distribution of New Common Stock and Warrants

On April 23, 1993, the United States Bankruptcy Court for the District of Delaware approved the USG Corporation prepackaged plan of reorganization (“the Plan”). On the effective date of the Plan, May 6, 1993, USG Corporation began issuing New Common Stock (reference CUSIP #903293 40 5) in exchange for its old common stock (CUSIP #903293 30 6), after giving effect to a one-for-50 reverse split.

At the same time, the Corporation’s then outstanding 16% Jr. Subordinated Pay-In-Kind Debentures Due 2008 (“Old Junior Subordinated Debentures”, CUSIP #903293 AF 5) and 13 1/4% Sr. Subordinated Debentures Due 2000 (“Old Senior Subordinated Debentures”) became exchangeable for New Common Stock and warrants. Trading in the New Common Stock and warrants began on the New York Stock Exchange on May 7, 1993 under the ticker symbols USG and USGwt, respectively.

 

  • For each $1,000 principal amount of Old Senior Subordinated Debentures (excluding accrued interest thereon, which was cancelled), the holder received 50.81 shares of New Common Stock.
  • For each $1,000 principal amount of Old Junior Subordinated Debentures (excluding accrued interest thereon, which was cancelled), the holder received 11.61 shares of New Common Stock and 5.42 warrants, each to purchase one share of New Common Stock.

 

 

Under the terms of the Plan, any holder of 16% Jr. Subordinated Pay-In-Kind Debentures Due 2008 who did not exchange his or her bonds for New Common Stock and warrants before the close of business on May 5, 1998 lost all right to receive the New Common Stock and warrants in exchange for the bonds. All unissued, unexercised or outstanding warrants as of May 5, 1998 reverted to USG Corporation. All USG Corporation common stock issued before May 6, 1993 that was not exchanged for New Common Stock also was cancelled on May 5, 1998.

Letter to Common Shareholders Regarding Exchange of Common Stock, July 25, 1997
Letter to Securityholders Regarding Exchange of 16% Jr. Subordinated Pay-In-Kind Debentures Due 2008, July 25, 1997
Letter to Warrantholders Regarding Expiration Date of Warrants, July 25, 1997

1988 Recapitalization: Distribution of New Common Stock

At a Special Meeting on July 8, 1988, USG Corporation stockholders approved a Plan of Recapitalization (“Recap”). On the effective date of the Recap, July 14, 1988, USG Corporation issued the following to stockholders of record as of the effective date:

 

  • New common stock (reference CUSIP#903293 30 6) on a one-for-one basis for each share of old common stock
  • 16% Jr. Subordinated Pay-In-Kind Debentures Due 2008 (reference CUSIP #903293 AF 5) at the rate of $5.00 face value per share with interest that accrued thereon through July 15,1992, and
  • $37.00 per share in exchange for its then outstanding old common stock (issued before July 14, 1988)

 

 

1986 Stock Split

On May 14, 1986, USG Corporation’s Board of Directors effected a two-for-one stock split of the outstanding common stock by declaring a 100% common stock dividend paid June 23, 1986 to holders of record on May 27, 1986.

1985 Stock Split

On February 13, 1985, USG Corporation’s Board of Directors effected a two-for-one stock split of the outstanding common stock, by declaring a 100% common stock dividend paid March 18, 1985 to holders of record on February 26, 1985.

 

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IR Contact

William Madsen
Senior Director, Investor Relations
Phone: 312-436-5349
E-mail: investorrelations@usg.com
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