SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
USG CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | 36-3329400 |
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| (State of Incorporation or Organization) | | (I.R.S. Employer
Identification No.) |
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| 125 South Franklin Street, Chicago, Illinois | | 60606-4678 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.ý | | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective Pursuant to General Instruction A.(d), please check the following box.¨ |
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| Securities Act registration statement file number to which this form relates: | | |
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| | | (If applicable) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered | | Name of Each Exchange on Which
Each Class is to be Registered |
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| Preferred Stock Purchase Rights | | Chicago Stock Exchange |
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Item 1. Description of Registrant’s Securities to be Registered.
On January 29, 2006, the Board of Directors of USG Corporation (the “Company”) declared a dividend distribution of one right (a “Right”) for each share of common stock, par value $0.10 per share (the “Common Shares”), of the Company outstanding at the close of business on February 9, 2006 (the “Record Date”), pursuant to the terms of the USG Corporation Reorganization Rights Plan, dated as of January 30, 2006 (the “Plan”). The Plan also provides, subject to specified exceptions and limitations, that Common Shares issued or delivered from the Company’s treasury after the Record Date will be entitled to and accompanied by Rights. The Rights are in all respects subject to and governed by the provisions of the Plan, a copy of which is incorporated herein by this reference.
Item 2. Exhibits.
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| Exhibit | | |
| Number | | Exhibit |
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| 4.1 | | USG Corporation Reorganization Rights Plan, dated as of January 30, 2006, incorporated by reference to the Form 8-A filed by the Company on January 31, 2006 |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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| | USG CORPORATION
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| | By: | /s/ Stanley L. Ferguson | |
| | | Name: | Stanley L. Ferguson | |
| | | Title: | Executive Vice President and
General Counsel | |
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Date: February 7, 2006
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INDEX TO EXHIBITS
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| Exhibit | | |
| Number | | Exhibit |
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| 4.1 | | USG Corporation Reorganization Rights Plan, dated as of January 30, 2006, incorporated by reference to the Form 8-A filed by the Company on January 31, 2006 |
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