SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 13, 2002.
USG Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File Number: 1-8864
------
Delaware 36-3329400
- -------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 South Franklin Street, Chicago, Illinois 60606-4678
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 606-4000
----------------------------
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Audit Committee of the Board of Directors of USG Corporation (the
"Company") annually selects the Company's independent public accountants. On May
7, 2002, the Company's Audit Committee decided to dismiss Arthur Andersen LLP
("Andersen") as the Company's independent public accountants and to engage
Deloitte & Touche LLP to serve as the Company's independent public accountants
for the year ending December 31, 2002.
Andersen's reports on the Company's consolidated financial statements
for each of the two most recent fiscal years ending December 31 did not contain
adverse opinions or disclaimer of opinions, nor were they qualified or modified
as to audit scope or accounting principles. Andersen's report did contain a
qualification as to the Company's ability to continue as a going concern
subsequent to the Company's filing for Chapter 11 bankruptcy protection on June
25, 2001.
In connection with its audits for the Company's two most recent fiscal
years and during the subsequent interim period through March 31, 2002, there
have been no disagreements between the Company and Andersen on any matter of
accounting principles and practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Andersen's
satisfaction, would have caused Andersen to make reference to the subject matter
of the disagreement in connection with its report on the Company's consolidated
financial statements for such years or period.
During the Company's two most recent fiscal years and through March 31,
2002, there have been no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company has requested Andersen to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements made by the Company. A copy of the letter, dated May
13, 2002, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the Company's two most recent fiscal years and through March 31,
2002, the Company did not consult Deloitte & Touche LLP with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
EXHIBITS.
16.1 Letter of Arthur Andersen LLP regarding change in certifying accountant.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
USG CORPORATION
Registrant
Date: May 13, 2002 By: /s/ Richard H. Fleming
------------ -------------------------------
Richard H. Fleming,
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
- -----------
16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountant.