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) August
13, 2002.
USG Corporation
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(Exact name of registrant as specified in its charter)
Commission File Number: 1-8864
Delaware 36-3329400
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 South Franklin Street, Chicago, Illinois 60606-4678
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 606-4000
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ITEM 9. REGULATION FD DISCLOSURE
1. On August 13, 2002, USG Corporation submitted to the Securities and Exchange
Commission the Statements Under Oath of the Principal Executive Officer and the
Principal Financial Officer in accordance with the Securities and Exchange
Commission's June 27, 2002, Order requiring the filing of sworn statements
pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.
The information provided in Exhibit 99.1 and Exhibit 99.2, the statements
that were submitted to the Securities and Exchange Commission on August 13,
2002, is furnished pursuant to this Item 9 and is incorporated herein by
reference.
EXHIBITS
99.1 Statement Under Oath of Principal Executive
Officer of USG Corporation Regarding Facts and
Circumstances Relating to Exchange Act Filings.
99.2 Statement Under Oath of Principal Financial
Officer of USG Corporation Regarding Facts and
Circumstances Relating to Exchange Act Filings.
2. On August 13, 2002, USG Corporation filed its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2002, with the Securities and Exchange
Commission. Accompanying such report were certifications of USG Corporation's
Chief Executive Officer, William C. Foote, and Chief Financial Officer, Richard
H. Fleming, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. The text of each of these certifications is
set forth below:
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, William C. Foote, hereby certify pursuant to 18 U.S.C. Section 1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(i) The accompanying Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002, fully complies with the requirements of Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended;
and
(ii) The information contained in such report fairly presents, in all
material respects, the financial condition and results of operations
of USG Corporation.
/s/ William C. Foote
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William C. Foote
Chairman, President and
Chief Executive Officer
I, Richard H. Fleming, hereby certify pursuant to 18 U.S.C. Section 1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(i) The accompanying Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002, fully complies with the requirements of Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended;
and
(ii) The information contained in such report fairly presents, in all
material respects, the financial condition and results of operations
of USG Corporation.
/s/ Richard H. Fleming
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Richard H. Fleming
Executive Vice President
and Chief Financial Officer
The foregoing certifications are being furnished solely pursuant to 18 U.S.C.
Section 1350 and are not being filed as part of this report or as a separate
disclosure document.
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: August 13, 2002. By: /s/ Richard H. Fleming
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Richard H. Fleming Executive Vice
President
and Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Statement Under Oath of Principal Executive Officer of USG
Corporation Regarding Facts and Circumstances Relating to
Exchange Act Filings.
99.2 Statement Under Oath of Principal Financial Officer of USG
Corporation Regarding Facts and Circumstances Relating to
Exchange Act Filings.