Two of USG Corp.'s creditor groups have approved its restructuring plan but the third has vowed to reject it, the company said yesterday.

"We're extremely pleased that we've reached an understanding with the 131/4 % senior subordinated bondholder committee, the agents for the banks, and our larger institutional investors," Eugene B. Connolly, USG chairman and chief executive officer, said in a release.

The three creditors groups are the 131/4% bondholders, the agents for the USG's banks group and the 16% junior subordinated bondholders, a company spokesman explained. The 16% bondholders committee opposes the plan.

"We are very disappointed with the 16% bondholder committee's reaction to this proposal, especially in light of our previous discussions with the members of the committee," Mr. Connolly said. "We think, however, that when the 16% debenture holders see that the plan is in their own best interests, they will ultimately support the plan."

The spokesman noted that the actual bondholders, not just the creditors groups, vote on the plan.

Responding to USG's announcement, Hellmold Associates Inc., the investment bank representing the 16% bondholders, issued a statement that read in part:

"The Steering Committee of Holders of the company's 16% junior subordinated debentures has announced that it has unanimously rejected this restructuring proposal and characterizes the company's announcement of the proposal as seriously misleading."

"I've heard that they are not that far apart on what they are seeking and what the company is offering," said Brian Bogart, a Duff & Phelps/MCM Investment Research Co. analyst who covers USG. He stressed, however, that he did not obtain his information from official sources.

"There's not that big a gap," he said, adding that his investment advisory firm still has "buy" recommendations on both the 131/4% and 16% debt.

A USG spokesman said discussions with the 16% holders have gone on for a long time. While USG remains willing to continue talks, the spokesman said, it will soon file a disclosure statement with the Securities and Exchange Commission that incorporates the current terms. Once the SEC declares the plan effective, the company will begin soliciting approval of bondholders and stockholders on the restructuring plan.

The company hopes to implement the restructuring quickly and emerge from Chapter 11 by the first half of 1993. As of June 30, 1992, $771 million, representing principal and accrued interest, of the l31/4% bonds and $477 million principal amount of the 16% debentures were outstanding.

Under the agreement announced yesterday, the 131/4% bondholders would own 82% of USG's outstanding common stock when the restructuring is completed, the 16% junior subordinated debenture holders would own 15%, and current shareholder's ownership would be diluted to 3%, the release said.

The 16% bondholders and common stock holders would also receive five-year warrants equivalent to 3% in the debenture holders' case and 1% for stockholders of shares outstanding immediately after the restructuring.

If those warrants are exercised, the 131/4% bondholders ownership of USG's stock would drop to 78.8%, the 16% bondholders' stake would rise to 17.3% and current shareholders' ownership would grow to 3.9%. That would represent an equity split ratio between the 131/4% holders and the 16% holders of about 2.8 to 1, USG's release said.

The agreement also calls for nominees of both the 131/4% bondholders and 16% debenture holders to be given seats, in addition to the existing ones, on USG's board of directors.

The 131/4% bondholders committee has unanimously approved both the proposal and USG's plan to restructure through a prepackaged holding-company-only bankruptcy proceeding, the release says.

Also, according the the USG spokesman, Goldman, Sachs & Co.'s Water Street Recovery Fund I does not oppose the plan. The fund owns more than 50% of both the 131/4% bonds and 73/8% senior notes. It also owns other securities that include the 16% junior subordinated debentures and bank debt, the spokesman said.

Duff & Phelps/MCM's Mr. Bogart liked the plan, which he thought offered better terms for the 131/4% holders than his company was expecting.

"That's probably due to Goldman Sachs which owns a large position of them and pushed to get a good value [for] them," he said.

Also revealed for the first time yesterday was a plan concerning the $100 million of 73/8% senior notes due Dec. 15, 1991. Plans call for extending the maturity on $75 million of that issue to Dec. 15, 1995 and having it bear interest at 8%. The remaining $25 million would be extended to Dec. 15, 1998, and bear interest at 9%.

The 16% holders committee has told USG it will vote against the plan and will recommend that other 16% holders reject it, USG's release says. That committee represents one institution and "numerous" retail holders representing more than a third of the outstanding 16% debt.

But, because the 16% debentures represent the most junior creditor class in USG's capital structure and USG has agreements from committees representing its bank and all other public debt holders, it can file its reorganization plan and seek confirmation under the bankruptcy code's "cramdown" provisions. That would give the 131/4% debenture holders all of USG's equity. The 16% debenture holders and current stockholders would receive nothing.

In its statement, the 16% bondholders committee said that USG's press release was "misleading" in several areas.

"It fails to mention that their proposed deal grants options at the market to current management for 8% of the company's common stock, in addition to providing current stockholders 3% of the primary shares and warrants for an additional 1%," the statement said." More importantly, the company significantly misrepresents the allocation of equity as between the 131/4% debenture holders and the 16% debenture holders. The 2.8:1 figure the company uses reflects the fully diluted percentage of equity to be received by the 16% debenture holders but ignores the necessity to put up cash to exercise the warrants."

Elsewhere in high-yield, Bally's Grand Inc. 111/2% first mortgage notes due 1996 have risen sharply after a bankruptcy court confirmed the company's reorganization plan, according to Steven L. Patricola of Citicorp Securities Markets Inc.'s High-Yield Bond Department. Since the Sept. 15 confirmation, those bonds have gone from a range of 100-101 to 1063/8, Mr. Patricola said.

Also yesterday, the Federal National Mortgage Association unveiled a new program called "Access" to increase minority- and women-owned firms' participation in the markets for its securities, a Fannie Mae release says.

"Fannie Mae is committed to take every step necessary to create new opportunities for minority-and women-owned securities firms," James A. Johnson, Fannie Mae's chairman and chief executive officer, was quoted in the release, "The new Access program provides firms owned by minorities and women some of the tools they need to break down the existing barriers to their participation in this growing and vital marketplace."

In secondary trading high-grade corporates sank with Treasuries, losing about 3/4 point. High-yield bonds lost about 1/4 point in "spotty" trading.

New Issues

MBNA Corp. issued $150 million of 6.875% senior notes due 1999. The noncallable notes were priced at 99.881 to yield 6.897, or 90 basis points over comparable Treasuries. Moody's rates the offering Baa2, while Standard & Poor's rates it BBB. Merrill Lynch & Co. lead managed the offering.

The Province of New Brunswick issued $225 million of 7.125% notes due 2002. The noncallable notes were priced at 99.683 to yield 7.17%. Moody's rates the offering A1, while Standard & Poor's rates it AA-minus. Salomon Brothers Inc. lead managed the offering.

Vons Co. issued $100 million of 8.375% senior subordinated notes due 1999 at par. Noncallable for five years, the notes were rated Ba3 by Moody's Investors Service and BB-minus by Standard & Poor's Corp. Donaldson, Lufkin & Jenrette Securities Corp. lead managed the offering.

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