Monday, August 14, 2006

Berkshire Hathaway Raises Stake in USG (USG) to 16.5%

In an amended 13D fililng with the SEC on USG Corp. (NYSE: USG), Warren Buffett's Berkshire Hathaway disclosed a 16.5% stake (14.9 million shares) in company. This is up from the 15% stake the firm disclosed in a past filing.

The investment juggernaut disclosed it bought 692,500 shares on 08/02 at $45.46, 29,900 shares on 08/03 at $45.71, 82,900 shares on 08/07 at $45.80, 1,200 shares on 08/08 at $45.81 and 587,100 shares on 08/09 at $45.98.

From the 'Purpose of Transaction' section of a past filing (08/02):

The “Standstill Period” under the Shareholder’s Agreement commenced on August 2, 2006. During the seven-year Standstill Period, Berkshire agreed, among other things, that it will not acquire equity securities of USG if, as a result of such acquisition, Berkshire would beneficially own more than 40% of the voting securities of USG, on a fully diluted basis.

In addition, during the Standstill Period, Berkshire has agreed not to solicit proxies with respect to securities of USG or submit a proposal or offer involving a merger, acquisition or other extraordinary transaction unless such proposal or offer is (i) requested by USG’s Board of Directors, or (ii) is made to USG’s Board of Directors confidentially, is approved by a majority of the voting securities of USG not owned by Berkshire, is determined by USG’s Board of Directors to be fair to USG’s shareholders and, if the proposed transaction is not a tender offer for all shares of Common Stock or an offer for USG’s entire company, is accompanied by an undertaking to offer to acquire all shares of Common Stock outstanding after completion of the transaction at the same price per share as was paid in the transaction.

Berkshire also agreed that, if it receives notice (during a specified period) from USG that purchases or sales of Common Stock by it or certain of its affiliates would prevent USG from carrying back a net operating loss attributable to a specified payment to its Asbestos Personal Injury Trust, Berkshire will not make such purchases or sales until that specified period ends (“Tax Asset Standstill”).


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