UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

USG Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

903293405

(CUSIP Number)

 

December 31, 2003

Date of Event Which Requires Filing of the Statement

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o            Rule 13d-1(b)

ý            Rule 13d-1(c)

o            Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Page 1 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 2 of 18 Pages

 


1.


NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Limited Partnership

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois limited partnership
U.S.A.






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

Call options to purchase 850,000 shares of Common Stock

237,900 shares of Common Stock

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER
See Row 6 above.

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 2.5% as of December 31, 2003 (based on 43,052,119 shares of Common Stock issued and outstanding as of September 30, 2003).

 


12.


TYPE OF REPORTING PERSON*

PN; HC

 

Page 2 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 3 of 18 Pages

 


1.


NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

GLB Partners, L.P.

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware limited partnership

U.S.A.






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

Call options to purchase 850,000 shares of Common Stock

237,900 shares of Common Stock

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER
See Row 6 above.

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 2.5% as of as of December 31, 2003 (based on 43,052,119 shares of Common Stock issued and outstanding as of September 30, 2003).

 


12.


TYPE OF REPORTING PERSON*

PN; HC

 

Page 3 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 4 of 18 Pages

 


1.


NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Investment Group, L.L.C.

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware limited liability company

U.S.A.






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

Call options to purchase 850,000 shares of Common Stock

237,900 shares of Common Stock

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER
See Row 6 above.

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 2.5% as of as of December 31, 2003 (based on 43,052,119 shares of Common Stock issued and outstanding as of September 30, 2003).

 


12.


TYPE OF REPORTING PERSON*

OO; HC

 

Page 4 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 5 of 18 Pages

 


1.


NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth Griffin

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

U.S.A.






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

Call options to purchase 850,000 shares of Common Stock

237,900 shares of Common Stock

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER
See Row 6 above.

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 2.5% as of as of December 31, 2003 (based on 43,052,119 shares of Common Stock issued and outstanding as of September 30, 2003).

 


12.


TYPE OF REPORTING PERSON*

IN; HC

 

Page 5 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 6 of 18 Pages

 


1.


NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Wellington Partners L.P.

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois limited partnership






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

Call options to purchase 850,000 shares of Common Stock

237,900 shares of Common Stock

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER
See Row 6 above.

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 2.5% as of as of December 31, 2003 (based on 43,052,119 shares of Common Stock issued and outstanding as of September 30, 2003).

 


12.


TYPE OF REPORTING PERSON*

PN; HC

 

Page 6 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 7 of 18 Pages

 


1.


NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Kensington Global Strategies Fund Ltd.

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda company






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

Call options to purchase 850,000 shares of Common Stock

237,900 shares of Common Stock

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER
See Row 6 above.

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 2.5% as of as of December 31, 2003 (based on 43,052,119 shares of Common Stock issued and outstanding as of September 30, 2003).

 


12.


TYPE OF REPORTING PERSON*

CO; HC

 

Page 7 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 8 of 18 Pages

 


1.


NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Equity Fund Ltd.

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands company






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

Call options to purchase 850,000 shares of Common Stock

237,900 shares of Common Stock

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER
See Row 6 above.

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 2.5% as of as of December 31, 2003 (based on 43,052,119 shares of Common Stock issued and outstanding as of September 30, 2003).

 


12.


TYPE OF REPORTING PERSON*

CO; HC

 

Page 8 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 9 of 18 Pages

 


1.


NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Aragon Investments, Ltd.

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda company






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

Call options to purchase 850,000 shares of Common Stock

237,900 shares of Common Stock

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER
See Row 6 above.

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 2.5% as of as of December 31, 2003 (based on 43,052,119 shares of Common Stock issued and outstanding as of September 30, 2003).

 


12.


TYPE OF REPORTING PERSON*

CO

 

Page 9 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 10 of 18 Pages

 


1.


NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Hera International Investments Ltd.

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands company






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

0

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER

0

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 


12.


TYPE OF REPORTING PERSON*


CO

 

Page 10 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 11 of 18 Pages

 


1.


NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Antaeus International Investments Ltd.

 


2.


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ý

(b)     o

 


3.


SEC USE ONLY

 


4.


CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands company






NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH


5.


SOLE VOTING POWER

0

 


6.


SHARED VOTING POWER

0

 


7.


SOLE DISPOSITIVE POWER

0

 


8.


SHARED DISPOSITIVE POWER

0

 


9.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

 


10.


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES*

o

 


11.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 


12.


TYPE OF REPORTING PERSON*

CO; HC

 

Page 11 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 12 of 18 Pages

 

Item 1(a)

 

Name of Issuer:

 

USG CORPORATION

 

 

 

 

 

1(b)

 

Address of Issuer’s Principal Executive Offices:

 

 

 

 

 

 

 

 

 

125 South Franklin Street
Chicago, Illinois 60606

 

 

 

 

 

Item 2(a)

 

Name of Person Filing

Item 2(b)

 

Address of Principal Business Office

Item 2(c)

 

Citizenship

 

 

 

 

 

 

 

Citadel Limited Partnership

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Illinois limited partnership

 

 

 

 

 

 

 

 

 

GLB Partners, L.P.

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Delaware limited partnership

 

 

 

 

 

 

 

 

 

Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Delaware limited liability company

 

 

 

 

 

 

 

 

 

Kenneth Griffin

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

U.S. Citizen

 

 

 

 

 

 

 

 

 

Citadel Wellington Partners L.P.

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Illinois limited partnership

 

 

 

 

 

 

 

 

 

Citadel Kensington Global Strategies Fund Ltd.

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Bermuda company

 

Page 12 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 13 of 18 Pages

 

 

 

 

 

Citadel Equity Fund Ltd.

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Cayman Islands company

 

 

 

 

 

 

 

 

 

Aragon Investments, Ltd.

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Bermuda company

 

 

 

 

 

 

 

 

 

Hera International Investments Ltd.

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Cayman Islands company

 

 

 

 

 

 

 

 

 

Citadel Antaeus International Investments Ltd.

 

 

 

 

c/o Citadel Investment Group, L.L.C.

 

 

 

 

131 S. Dearborn Street, 32nd Floor

 

 

 

 

Chicago, Illinois 60603

 

 

 

 

Cayman Islands company

 

 

 

 

 

2(d)

 

Title of Class of Securities:

 

 

 

 

 

Common Stock, par value $0.10 per share

 

 

 

2(e)

 

CUSIP Number:

 

903293405

 

 

 

Item 3

 

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

 

 

 

 

 

(a)

o

 

Broker or dealer registered under Section 15 of the Exchange Act;

 

 

 

 

 

 

 

 

(b)

o

 

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

 

 

 

 

 

 

 

(c)

o

 

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

 

 

 

 

 

 

 

(d)

o

 

Investment company registered under Section 8 of the Investment Company Act;

 

 

 

 

 

 

 

 

(e)

o

 

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

Page 13 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 14 of 18 Pages

 

 

 

(f)

o

 

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

 

 

 

 

 

 

(g)

o

 

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

 

 

 

 

 

 

(h)

o

 

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

 

 

 

 

 

 

 

(i)

o

 

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

 

 

 

 

 

 

 

(j)

o

 

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box.  ý

 

Item 4

 

Ownership:

 

 

 

CITADEL LIMITED PARTNERSHIP
GLB PARTNERS, L.P.
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON PARTNERS L.P.
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.
ARAGON INVESTMENTS, LTD.

 

(a)           Amount beneficially owned:

 

Call options to purchase 850,000 shares of Common Stock

237,900 shares of Common Stock

 

(b)           Percent of Class:

 

Approximately 2.5% as of as of December 31, 2003 (based on 43,052,119 shares of Common Stock issued and outstanding as of September 30, 2003).

 

(c)           Number of shares as to which such person has:

 

(i)            sole power to vote or to direct the vote:

 

0

 

(ii)           shared power to vote or to direct the vote:

 

See item (a) above.

 

Page 14 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 15 of 18 Pages

 

(iii)          sole power to dispose or to direct the disposition of:

 

0

 

(iv)          shared power to dispose or to direct the disposition of:

 

See item (a) above.

 

HERA INTERNATIONAL INVESTMENTS LTD.

CITADEL ANTAEUS INTERNATIONAL INVESTMENTS LTD.

 

(a)           Amount beneficially owned:

 

0

 

(b)           Percent of Class:

 

0.0%

 

(c)           Number of shares as to which such person has:

 

(i)            sole power to vote or to direct the vote:

 

0

 

(ii)           shared power to vote or to direct the vote:

 

See item (a) above.

 

(iii)          sole power to dispose or to direct the disposition of:

 

0

 

(iv)          shared power to dispose or to direct the disposition of:

 

See item (a) above.

 

 

Item 5                     Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ý.

 

Item 6                     Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

 

Page 15 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 16 of 18 Pages

 

Item 7                                                              Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

See Item 2 above.

 

Item 8                     Identification and Classification of Members of the Group:

Not Applicable.

 

Item 9                     Notice of Dissolution of Group:

Not Applicable.

 

Item 10                   Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

* Adam C. Cooper is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on November 19, 2002, and hereby incorporated by reference herein.  The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.

 

Page 16 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 17 of 18 Pages

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 11th day of February, 2004

 

KENNETH GRIFFIN

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

 

 

 

Adam C. Cooper, attorney-in-fact*

 

 

 

 

CITADEL LIMITED PARTNERSHIP

 

CITADEL INVESTMENT GROUP, L.L.C.

 

By:

GLB Partners, L.P.,
its General Partner

 

By:

/s/ Adam C. Cooper

 

 

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

 

CITADEL EQUITY FUND LTD.

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

By:

Citadel Limited Partnership,
its Portfolio Manager

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

GLB PARTNERS, L.P.

 

By:

GLB Partners, L.P.,
its General Partner

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

 

 

 

By:

/s/ Adam C. Cooper

 

By:

/s/ Adam C. Cooper

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

 

CITADEL WELLINGTON PARTNERS
L.P.

 

CITADEL KENSINGTON GLOBAL
STRATEGIES FUND LTD.

 

 

 

By:

Citadel Limited Partnership,
its General Partner

 

By:

Citadel Limited Partnership,
its Portfolio Manager

 

 

 

By:

GLB Partners, L.P.,
its General Partner

 

By:

GLB Partners, L.P.,
its General Partner

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

By:

/s/ Adam C. Cooper

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

Page 17 of 18

 

CUSIP NO.  903293405

 

13G

 

Page 18 of 18 Pages

 

HERA INTERNATIONAL INVESTMENTS
LTD.

 

CITADEL ANTAEUS INTERNATIONAL
INVESTMENTS LTD.

 

 

 

By:

Citadel Limited Partnership,
its Portfolio Manager

 

By:

Citadel Limited Partnership,
its Portfolio Manager

 

 

 

 

 

By:

GLB Partners, L.P.,
its General Partner

 

By:

GLB Partners, L.P.,
its General Partner

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

By:

/s/ Adam C. Cooper

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

 

 

 

ARAGON INVESTMENTS, LTD.

 

 

 

 

 

 

 

 

By:

Citadel Limited Partnership,
its Portfolio Manager

 

 

 

 

 

 

 

 

By:

GLB Partners, L.P.,
its General Partner

 

 

 

 

 

 

 

 

By:

Citadel Investment Group, L.L.C.,
its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Adam C. Cooper

 

 

 

 

Adam C. Cooper, Senior Managing
Director and General Counsel

 

 

 

 

Page 18 of 18