United States Gypsum
Encyclopedia
USG Corporation also known as United States Gypsum
Gypsum
Gypsum is a very soft sulfate mineral composed of calcium sulfate dihydrate, with the chemical formula CaSO4·2H2O. It is found in alabaster, a decorative stone used in Ancient Egypt. It is the second softest mineral on the Mohs Hardness Scale...

 Corporation
, is a Fortune 500
Fortune 500
The Fortune 500 is an annual list compiled and published by Fortune magazine that ranks the top 500 U.S. closely held and public corporations as ranked by their gross revenue after adjustments made by Fortune to exclude the impact of excise taxes companies collect. The list includes publicly and...

 (rank 460 in 2008) company that manufactures construction materials. USG Corporation was organized on January 1, 1985 as the holding company
Holding company
A holding company is a company or firm that owns other companies' outstanding stock. It usually refers to a company which does not produce goods or services itself; rather, its purpose is to own shares of other companies. Holding companies allow the reduction of risk for the owners and can allow...

 of its subsidiaries. The corporate offices are located at 550 West Adams in Chicago, Illinois.

USG Corporation has six subsidiaries:
  • United States Gypsum Company
  • USG Interiors, Inc.
  • L&W Supply Corporation
  • CGC Inc.
  • USG International
  • USG Mexico S.A. de C.V.

United States Gypsum Company — a USG Corp. subsidiary

United States Gypsum Company was incorporated on December 27, 1901, and is a subsidiary of USG Corporation. The company was formed by consolidating 30 gypsum and plaster companies. This resulted in forming the first nationwide gypsum company in the United States.

The company is the largest distributor of wallboard in the United States and the largest manufacturer of gypsum
Gypsum
Gypsum is a very soft sulfate mineral composed of calcium sulfate dihydrate, with the chemical formula CaSO4·2H2O. It is found in alabaster, a decorative stone used in Ancient Egypt. It is the second softest mineral on the Mohs Hardness Scale...

 products in North America. The company produces the popular SHEETROCK gypsum wallboard as well as the FIBEROCK Brand Panels and SECUROCK Brand Roof Board. In 2008, the company had net sales of US$
United States dollar
The United States dollar , also referred to as the American dollar, is the official currency of the United States of America. It is divided into 100 smaller units called cents or pennies....

4.416 billion and a loss of US$462 million. The company operates 21 gypsum board plants in the United States and has 14 gypsum mines and quarries in the United States, Canada and Mexico.

To transport gypsum rock from various quarries, the company owns and operates a fleet of oceangoing cargo ship
Cargo ship
A cargo ship or freighter is any sort of ship or vessel that carries cargo, goods, and materials from one port to another. Thousands of cargo carriers ply the world's seas and oceans each year; they handle the bulk of international trade...

s based in Bermuda
Bermuda
Bermuda is a British overseas territory in the North Atlantic Ocean. Located off the east coast of the United States, its nearest landmass is Cape Hatteras, North Carolina, about to the west-northwest. It is about south of Halifax, Nova Scotia, Canada, and northeast of Miami, Florida...

.

USG is a major consumer of synthetic gypsum, a byproduct of flue-gas desulfurization. The company operates seven paper mill
Paper mill
A paper mill is a factory devoted to making paper from vegetable fibres such as wood pulp, old rags and other ingredients using a Fourdrinier machine or other type of paper machine.- History :...

s that produce high-grade wallboard paper from 100% recycled paper.

In 1999, a record 25 USG plants exceeded 1,000,000 safe hours, and 39 plants worked 1,000 days without a lost workday. In the 75-year history of the safety sentinel program, USG has been awarded the MSHA
Mine Safety and Health Administration
The Mine Safety and Health Administration is an agency of the United States Department of Labor which administers the provisions of the Federal Mine Safety and Health Act of 1977 to enforce compliance with mandatory safety and health standards as a means to eliminate fatal accidents, to reduce...

's "Sentinels of Safety" award 15 times - more than any other company.

In its October 2004 issue, Chicago
Chicago (magazine)
Chicago is a monthly magazine published by the Tribune Company. It concentrates on lifestyle and human interest stories, and on reviewing restaurants, travel, fashion, and theatre from or nearby Chicago. Its circulation in 2004 was 165,000, larger than People in its market...

magazine named USG as one of the 25 best companies to work for in the Chicago metropolitan area.

In 2006, Fortune
Fortune (magazine)
Fortune is a global business magazine published by Time Inc. Founded by Henry Luce in 1930, the publishing business, consisting of Time, Life, Fortune, and Sports Illustrated, grew to become Time Warner. In turn, AOL grew as it acquired Time Warner in 2000 when Time Warner was the world's largest...

 magazine ranked USG #1 in the most admired companies in the building materials, glass industry with an overall score of 7.25.

In 2008, the US mortgage crisis and the sharp decline in residential construction contributed to USG's $463M net loss.

Hostile takeover attempt

In October 1987, Texas
Texas
Texas is the second largest U.S. state by both area and population, and the largest state by area in the contiguous United States.The name, based on the Caddo word "Tejas" meaning "friends" or "allies", was applied by the Spanish to the Caddo themselves and to the region of their settlement in...

 oilman Cyril Wagner, Jr. and Jack Brown
Jack Brown
John Thomas Brown known as Jack, was an English professional cricketer, who played primarily as a batsman. He was Yorkshire's first great opening batsman, a lineage continued by Herbert Sutcliffe, Len Hutton and Geoff Boycott...

attempted a hostile takeover
Takeover
In business, a takeover is the purchase of one company by another . In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the acquisition of a private company.- Friendly takeovers :Before a bidder makes an offer for another...

 of USG. Working as Desert Partners, L. P. Wagner and Brown bought 9.84% of USG's outstanding stock. USG decided to fight this attempt by offering $42 per share ($37 in cash and $5 in pay in kind debenture
Debenture
A debenture is a document that either creates a debt or acknowledges it. In corporate finance, the term is used for a medium- to long-term debt instrument used by large companies to borrow money. In some countries the term is used interchangeably with bond, loan stock or note...

) plus a stub stock worth $7. Desert Partners was unable to match the offer and lost the proxy fight
Proxy fight
A proxy fight or proxy battle is an event that may occur when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes A proxy...

 at a shareholder's meeting. To pay for the offer USG took a poison pill
Poison pill
A shareholder rights plan, colloquially known as a "poison pill", or simply "the pill" is a type of defensive tactic used by a corporation's board of directors against a takeover...

 by borrowing $1.6 billion from 135 banks and issued $600 million in 13.25% subordinated debentures due in 2000 and $260 million in 16% pay-in-kind debentures due in 2008. To help pay for all the new debt USG sold off subsidiaries Castlegate; A. P. Green; Masonite; DAP and Wiss, Janney, Elstner & Associates. USG also sold off its construction metals plants, a paper-bag plant, and a lime plant. USG also sold its headquarters building at 101 South Wacker Drive
Wacker Drive
Wacker Drive is a major street in Chicago, Illinois, United States, running along the south side of the main branch and the east side of the south branch of the Chicago River...

 in Chicago, its corporate jets, and instituted large workforce reductions.

The sell-off and workforce reduction of 7% were not enough to allow USG to service the debt payments ($800,000 per day) in the economic downturn. The poison pill was too much for the corporation to survive.

Bankruptcy

On March 17, 1993, USG filed a pre-packaged bankruptcy
Bankruptcy
Bankruptcy is a legal status of an insolvent person or an organisation, that is, one that cannot repay the debts owed to creditors. In most jurisdictions bankruptcy is imposed by a court order, often initiated by the debtor....

 petition that included a 50-to-1 reverse stock split
Stock split
A stock split or stock divide increases the number of shares in a public company. The price is adjusted such that the before and after market capitalization of the company remains the same and dilution does not occur. Options and warrants are included....

. USG's stock dipped to 28 cents per share and the corporation emerged from bankruptcy 38 days later on May 6, 1993. The corporation's debt was reduced by $1.4 billion and interest costs dropped from $320 million per year to $170 million per year. The plan worked and USG re-emerged to be a highly profitable corporation.

USG once again declared bankruptcy on July 25, 2001 under Chapter 11
Chapter 11, Title 11, United States Code
Chapter 11 is a chapter of the United States Bankruptcy Code, which permits reorganization under the bankruptcy laws of the United States. Chapter 11 bankruptcy is available to every business, whether organized as a corporation or sole proprietorship, and to individuals, although it is most...

 to manage the growing asbestos
Asbestos
Asbestos is a set of six naturally occurring silicate minerals used commercially for their desirable physical properties. They all have in common their eponymous, asbestiform habit: long, thin fibrous crystals...

 litigation costs. USG was the eighth company in an 18-month period that was forced to utilize Chapter 11 to resolve asbestos claims. In the prior two decades, 27 companies filed for protection under Chapter 11 because of asbestos litigation. Since 1994, U.S. Gypsum was named in more than 250,000 asbestos-related personal injury claims, and paid more than $450 million (before insurance) to manage and resolve asbestos-related litigation. USG received more than 22,000 new claims since the beginning of 2001. USG's asbestos personal injury costs (before insurance) rose from $30 million in 1997 to more than $160 million in 2000, and were expected to exceed $275 million in 2001.

On February 17, 2006 USG announced a Joint Plan of Reorganization to emerge from bankruptcy.http://www.usg.com/downloads/plan.pdf Under the agreement, USG would create a trust
Trust law
In common law legal systems, a trust is a relationship whereby property is held by one party for the benefit of another...

 to pay asbestos personal injury
Personal injury
Personal injury is a legal term for an injury to the body, mind or emotions, as opposed to an injury to property. The term is most commonly used to refer to a type of tort lawsuit alleging that the plaintiff's injury has been caused by the negligence of another, but also arises in defamation...

 claims. USG's bank lenders, bondholders and trade suppliers would be paid in full with interest. Stockholders would retain ownership of the company. To pay for the trust USG would use cash it had accumulated during the bankruptcy, new long-term debt, a tax rebate from the federal government, and an innovative rights offering. Existing USG stock owners would be issued rights to buy new USG stock at a set price of $40 per share. These rights could be exercised or sold. The $1.8 billion rights offering would be backstopped by Berkshire Hathaway
Berkshire Hathaway
Berkshire Hathaway Inc. is an American multinational conglomerate holding company headquartered in Omaha, Nebraska, United States, that oversees and manages a number of subsidiary companies. The company averaged an annual growth in book value of 20.3% to its shareholders for the last 44 years,...

 Inc., meaning Berkshire Hathaway would buy all the new shares not bought. For the service, USG would pay Berkshire Hathaway a $67 million non-refundable fee.

On June 20, 2006 USG announced their Joint Plan of Reorganization was confirmed by two judges for the United States Bankruptcy Court
United States bankruptcy court
United States bankruptcy courts are courts created under Article I of the United States Constitution. They function as units of the district courts and have subject-matter jurisdiction over bankruptcy cases. The federal district courts have original and exclusive jurisdiction over all cases arising...

 and the United States District Court for the District of Delaware
United States District Court for the District of Delaware
The United States District Court for the District of Delaware is the Federal district court having jurisdiction over the entire state of Delaware. The Court sits in Wilmington...

, allowing the company to complete the bankruptcy case and emerge from bankruptcy. USG announced a $900 million payment to the new trust was made that day and two subsequent payments totaling $3.05 billion would be made within the next 12 months if Congress
United States Congress
The United States Congress is the bicameral legislature of the federal government of the United States, consisting of the Senate and the House of Representatives. The Congress meets in the United States Capitol in Washington, D.C....

 failed to enact legislation establishing a national asbestos personal injury trust fund, such as the FAIR Act.

Corporate headquarters building

USG moved its corporate headquarters from Wacker Drive to 125 S. Franklin Street in Chicago in 1992, and again in March 2007 to 550 W. Adams Street in Chicago. The building, known as the USG building, is part of the dual tower AT&T – USG complex. The AT&T Corporate Center
Franklin Center
The John Hope Franklin Center for Interdisciplinary and International Studies is located at Duke University in the United States. It is a consortium of programs dedicated to studying and revitalizing theories of how knowledge is gained and exchanged...

 building was completed 1989. The building was designed by Adrian D. Smith, FAIA, RIBA Design Partner at Skidmore, Owings and Merrill
Skidmore, Owings and Merrill
Skidmore, Owings and Merrill LLP is an American architectural and engineering firm that was formed in Chicago in 1936 by Louis Skidmore and Nathaniel Owings; in 1939 they were joined by John O. Merrill. They opened their first branch in New York City, New York in 1937. SOM is one of the largest...

 and constructed by Morse Diesel within its $110 million construction budget. The USG building is 538 ft (164 m) tall, houses 35 floors and 1100000 square feet (102,193.3 m²) of space. The USG Building includes 12000 square feet (1,114.8 m²) of retail, a 650 seat restaurant expansion and two levels of below-grade parking for 160 cars. USG has its own entrance with a lobby and occupies the first nine floors exclusively and parts of the 11th floor. The building uses Italian marble as cladding and also in the highly ornate interior. The interior also features gold leaf and satin-finish brown and American oak wood trim. Parts of the building lobbies were used in the filming of the 1994 film, Ri¢hie Ri¢h.

In 2005, USG announced it would not be renewing its lease at the 125 S. Franklin Street building and instead would move to a new building to be constructed at 550 W. Adams developed by Fifield Companies. The base building architect is De Stefano + Partners and The Environments Group providing the interior space design and construction. USG entered a 15-year lease with plans to occupy the building in early 2007. The new building will be occupied 65% by USG and 10% by Humana Inc.  As an incentive for USG to remain in the downtown Chicago area, the city of Chicago created a redevelopment agreement that contributed $6.5 million to the construction of the new building. In turn, USG agreed to maintain at least 500 full-time equivalent jobs at all times for a period of ten years at the new corporate headquarters.

Plaster City, California facility

USG has a large gypsum quarry
Quarry
A quarry is a type of open-pit mine from which rock or minerals are extracted. Quarries are generally used for extracting building materials, such as dimension stone, construction aggregate, riprap, sand, and gravel. They are often collocated with concrete and asphalt plants due to the requirement...

 and plant located 10 miles (16.1 km) west of El Centro, California
El Centro, California
El Centro is a city in and county seat of Imperial County, the largest city in the Imperial Valley and the east anchor of the Southern California Border Region, and the core urban area and principal city of the El Centro metropolitan area which encompasses all of Imperial County. El Centro is also...

 along highway Interstate 8
Interstate 8
Interstate 8 is an Interstate Highway in the southwestern United States. It runs from the southern edge of Mission Bay at Sunset Cliffs Blvd, in San Diego, California, almost at the Pacific Ocean, to the junction with Interstate 10, just southeast of Casa Grande, Arizona...

, at a location known as Plaster City. The Plaster City location makes SHEETROCK brand gypsum panels. The quarry, located in the Fish Creek Mountains of Imperial County, is estimated to contain a deposit of 25 million tons of gypsum.

Active narrow gauge railroad

USG operates an active narrow gauge railway, the last industrial
Industrial railway
An industrial railway is a type of railway that is not available for public transportation and is used exclusively to serve a particular industrial, logistics or military site...

 narrow gauge railway in the United States. The gauge line runs north for 20.5 miles (33 km) from the plant at Plaster City (formerly known as Maria) to the gypsum quarry. The line hauls gypsum rock from the quarry to the plant. Various sources show the total mileage of the track between 15 and 26 mi (24.1 and 41.8 km).

The line was originally built by the Imperial Gypsum Company Railroad and was owned by the Imperial Valley Gypsum and Oil Corporation. The railroad built from the San Diego & Arizona Eastern Railway at Plaster City to the quarry. Surveying commenced in April 1921, grading on October 3, 1921 and construction was completed on September 15, 1922. Commercial operation commenced on October 14, 1922. The total length of the line was 19.63 miles (31.6 km). Just two years after completion of the line (1924), the track was sold to the Pacific Portland Cement Company.

USG purchased the line from Pacific Portland Cement in 1946. In 1947 the first diesel engine was operated on the line.

The USG plant at Plaster City is also served by the Union Pacific Railroad
Union Pacific Railroad
The Union Pacific Railroad , headquartered in Omaha, Nebraska, is the largest railroad network in the United States. James R. Young is president, CEO and Chairman....

 (UP) and the Carrizo Gorge Railway
Carrizo Gorge Railway
The Carrizo Gorge Railway is a freight operator on the San Diego and Arizona Eastern Railway from Tijuana, Mexico to Plaster City, California , San Diego, California to La Mesa, California and San Diego, California to Santee, California...

 (CZRY) which is owned by the San Diego & Arizona Eastern Railway (SDAE).

Other Facts

Employees: More than 10,000 worldwide

2009 Sales: $3.2 billion

USG has over 140 plants, mines, quarries, transport ships and other facilities in North America, Europe and Asia-Pacific.

Executive Officers
  • William C. Foote, Chairman
  • James S. Metcalf, Chief Executive Officer and President
  • Richard H. Fleming, Executive Vice President and Chief Financial Officer
  • Stanley L. Ferguson, Executive Vice President and General Counsel
  • D. Rick Lowes, Senior Vice President, Business Development and Operational Services
  • Brian J. Cook, Senior Vice President, Human Resources
  • Dominic Dannessa, Senior Vice President and Chief Technology Officer

Board of Directors

Jose Armario

Robert L. Barnett

Lawrence M. Crutcher

William C. Foote

W. Douglas Ford

William H. Hernandez

Richard P. Lavin

Steven F. Leer

Marvin E. Lesser

James S. Metcalf

Judith A. Sprieser

See also

  • Knauf USG Systems
    Knauf USG Systems
    Knauf USG Systems is the legal entity of a manufacturer of cement board systems under the name Aquapanel.Knauf USG Systems was established in 2002. The company is a joint venture between Knauf GmbH and USG, both suppliers of systems and building materials on a worldwide basis. Knauf USG Systems is...

     — a joint venture with Knauf GmbH of Iserlohn, Germany

Web references


The source of this article is wikipedia, the free encyclopedia.  The text of this article is licensed under the GFDL.
 
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