-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SIo6TPOBWu5ieLbEFr8tFRSRPKeHV6xVkHqaO+oNhhrphw6kJGA//HynZm+dWmnI xgt0/ZYlJ6ZfDs8PfOfDIw== 0001104659-08-038591.txt : 20080606 0001104659-08-038591.hdr.sgml : 20080606 20080606171606 ACCESSION NUMBER: 0001104659-08-038591 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 GROUP MEMBERS: DR. ADOLF MERCKLE GROUP MEMBERS: DR. PHILIPP MERCKLE GROUP MEMBERS: MR. LUDWIG MERCKLE GROUP MEMBERS: MR. TOBIAS MERCKLE GROUP MEMBERS: MS. JUTTA BREU (NEE JUTTA MERCKLE) GROUP MEMBERS: MS. RUTH MERCKLE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US CONCRETE INC CENTRAL INDEX KEY: 0001073429 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272] IRS NUMBER: 760586680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56937 FILM NUMBER: 08886477 BUSINESS ADDRESS: STREET 1: 2925 BRIARPARK STREET 2: SUITE 1050 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-499-6200 MAIL ADDRESS: STREET 1: 2925 BRIARPARK STREET 2: SUITE 1050 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: RMX INDUSTRIES INC DATE OF NAME CHANGE: 19981113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBMA Holdings, Inc. CENTRAL INDEX KEY: 0001436575 IRS NUMBER: 223473702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 300 E. JOHN CARPENTER FREEWAY STREET 2: SUITE 1645 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-653-6141 MAIL ADDRESS: STREET 1: 300 E. JOHN CARPENTER FREEWAY STREET 2: SUITE 1645 CITY: IRVING STATE: TX ZIP: 75062 SC 13D 1 a08-16097_2sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

U.S. CONCRETE, INC.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

90333L102

(CUSIP Number)

 

Dr. Ingo Schaffernak

HeidelbergCement AG

Berliner Strasse 6

69120 Heidelberg

Germany

011-49-6221-481-366

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Copy to:

 

Michael H. Hyer, Esq.

300 East John Carpenter Freeway, Suite 1645

Irving, Texas 75062

972-653-6141

 

May 27, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 


 

CUSIP No.   90333L102

 

1.

Names of Reporting Persons
HBMA Holdings, Inc.
22-3473702

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
WC

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

8.

Shared Voting Power
3,233,451 (See Item 5)

9.

Sole Dispositive Power

10.

Shared Dispositive Power
3,233,451 (See Item 5)

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,233,451

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

14.

Type of Reporting Person (See Instructions)
CO

 

2


 

CUSIP No.   90333L102

 

1.

Names of Reporting Persons
Dr. Adolf Merckle
Not applicable (natural person)

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
00

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6.

Citizenship or Place of Organization
Germany

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

8.

Shared Voting Power
3,233,451 (See Item 5)

9.

Sole Dispositive Power

10.

Shared Dispositive Power
3,233,451 (See Item 5)

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,233,451

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

3


 

CUSIP No.   90333L102

 

1.

Names of Reporting Persons
Ms. Ruth Merckle
Not applicable (natural person)

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
00

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6.

Citizenship or Place of Organization
Germany

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

8.

Shared Voting Power
3,233,451 (See Item 5)

9.

Sole Dispositive Power

10.

Shared Dispositive Power
3,233,451 (See Item 5)

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,233,451

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

4


 

CUSIP No.   90333L102

 

1.

Names of Reporting Persons
Mr. Ludwig Merckle
Not applicable (natural person)

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
00

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6.

Citizenship or Place of Organization
Germany

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

8.

Shared Voting Power
3,233,451 (See Item 5)

9.

Sole Dispositive Power

10.

Shared Dispositive Power
3,233,451 (See Item 5)

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,233,451

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

5


 

CUSIP No.   90333L102

 

1.

Names of Reporting Persons
Mr. Tobias Merckle
Not applicable (natural person)

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
00

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6.

Citizenship or Place of Organization
Germany

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

8.

Shared Voting Power
3,233,451 (See Item 5)

9.

Sole Dispositive Power

10.

Shared Dispositive Power
3,233,451 (See Item 5)

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,233,451

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

6


 

CUSIP No.   90333L102

 

1.

Names of Reporting Persons
Dr. Philipp Merckle
Not applicable (natural person)

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
00

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6.

Citizenship or Place of Organization
Germany

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

8.

Shared Voting Power
3,233,451 (See Item 5)

9.

Sole Dispositive Power

10.

Shared Dispositive Power
3,233,451 (See Item 5)

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,233,451

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

7


 

CUSIP No.   90333L102

 

1.

Names of Reporting Persons
Ms. Jutta Breu (nee Jutta Merckle)
Not applicable (natural person)

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
00

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6.

Citizenship or Place of Organization
Germany

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

8.

Shared Voting Power
3,233,451 (See Item 5)

9.

Sole Dispositive Power

10.

Shared Dispositive Power
3,233,451 (See Item 5)

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,233,451

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

8


 

CUSIP No.   90333L102

 

Item 1.

Security and Issuer

 

The class of equity securities to which this Schedule 13D relates is common stock, $.001 par value (the “Shares”) of U.S. Concrete, Inc. (the “Issuer”), whose principal executive offices are located at 2925 Briarpark, Suite 1050, Houston, Texas 77042. 

 

Item 2.

Identity and Background

 

This Schedule 13D is filed jointly by (a) HBMA Holdings, Inc., a Delaware corporation (“HBMA”), and (b) (i) Dr. Adolf Merckle, a citizen of the Federal Republic of Germany, (ii) Ms. Ruth Merckle, a citizen of the Federal Republic of Germany, (iii) Mr. Ludwig Merckle, a citizen of the Federal Republic of Germany, (iv) Mr. Tobias Merckle, a citizen of the Federal Republic of Germany, (v) Dr. Philipp Merckle, a citizen of the Federal Republic of Germany, (vi) Ms. Jutta Breu (nee Jutta Merckle), a citizen of the Federal Republic of Germany (collectively, the “Merckle Family”) (HBMA and the Merckle Family collectively, the “Reporting Persons”).

 

HBMA is a subsidiary in a multi-tier corporate organization ultimately controlled by the Merckle Family.  Annex A attached hereto sets forth the name, state or other place of organization, principal business and address of its principal place of business and principal office of the HeidelbergCement corporate entities between the Merckle Family and HBMA.  HBMA is a Delaware corporation whose principal business is the ownership of subsidiary companies whose core products are cement, ready-mixed concrete, aggregates, concrete and steel pipe, brick and related products.  The address of HBMA’s principal offices and place of business is 300 East John Carpenter Freeway, Suite 1645, Irving, Texas 75062.  The name, position with HBMA, present principal occupation or employment and business address of each of the board members and executive officers of HBMA are set forth in Annex B attached hereto.

 

Dr. Adolf Merckle and Ms. Ruth Merckle are husband and wife.  Mr. Ludwig Merckle, Mr. Tobias Merckle, Dr. Philipp Merckle and Ms. Jutta Breu (nee Jutta Merckle) are the children of Dr. Adolf Merckle and Ms. Ruth Merckle.   The name, citizenship, business addresses and principal occupation of each member of the Merckle Family are set forth in Annex C attached hereto.

 

The Merckle Family owns, directly or indirectly through investment vehicles, all the outstanding shares of Spohn Cement GmbH, a corporation incorporated under the laws of the Federal Republic of Germany (“Spohn”).  The address of Spohn’s principal offices is Diekstraat 3, 25870 Norderfriedrichskoog, Germany.  Spohn is a holding company which holds approximately 53.6% of the outstanding shares of HeidelbergCement AG, a corporation incorporated under the laws of the Federal Republic of Germany (“HeidelbergCement”).  In addition, other investment vehicles owned directly or indirectly by Dr. Adolf Merckle own an additional 25.46% of the outstanding shares of HeidelbergCement.  HeidelbergCement is a corporation whose core products are cement, ready-mixed concrete, aggregates and related products. The address of HeidelbergCement’s principal office is Berliner Strasse 6, 69120 Heidelberg, Germany.  Dr. Adolf Merckle, Mr. Ludwig Merckle and Mr. Tobias Merckle are members of the supervisory board of HeidelbergCement.

 

HBMA is an indirect 100% owned subsidiary of HeidelbergCement.

 

During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, none of the entities set forth in Annex A and none of the persons set forth in Annex B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, US federal or state securities laws or finding any violation with respect to such laws.

 

Pursuant to Rule 13D-1(k) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Reporting Persons have agreed to file one statement with respect to their beneficial ownership of Shares of the Issuer and the joint Schedule 13D of the Reporting Persons as amended from time to time is herein referred to as “this Schedule 13D.”

 

9


 

CUSIP No.   90333L102

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

HBMA financed its purchases of Shares with working capital. 

 

 

Item 4.

Purpose of Transaction

 

HBMA made its purchases of Shares based on the Reporting Persons’ belief that the Issuer’s Shares at current market prices are undervalued and represent an attractive investment opportunity.  At present the Reporting Persons have no plans other than to hold the Shares for investment purposes.

 

The Reporting Persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.

 

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares or options on such Shares on the open market, in private transactions, through a tender offer or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Subject to a number of factors, the Reporting Persons may also decide in the future to propose one or more representatives for election to the board of directors of the Issuer or to propose other matters for consideration and approval by the Issuer’s stockholders or board of directors.  Such other matters may include transactions involving a sale of assets of the Issuer or a merger involving the Issuer in which HBMA or an affiliate may be a participant and which may involve a change of control of the Issuer.

 

Item 5.

Interest in Securities of the Issuer

 

(a)           The responses of the Reporting Persons to Rows (7) through (11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by reference. The percentages set forth in this Item 5 are calculated based upon the number of Shares (excluding those held in treasury) outstanding of 39,745,828 as of May 6, 2008 as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.

 

HBMA owns 3,233,451 Shares (the “HBMA Shares”) representing 8.1% of the outstanding Shares of the Issuer.  Neither the Merckle Family nor any of the entities listed on Annex A other than HBMA directly own any Shares or other equity securities of the Issuer.

 

Since HBMA is an indirect wholly-owned subsidiary of HeidelbergCement, HeidelbergCement may be deemed to beneficially own the HBMA Shares.  All the entities described on Annex A as middle-tier subsidiaries of HeidelbergCement are parent entities of HBMA, all of which may be deemed to beneficially own the HBMA Shares.

 

Spohn owns approximately 53.6% of the outstanding shares of HeidelbergCement.  Spohn is directly or indirectly through investment vehicles wholly owned by the Merckle Family.  In addition, other investment vehicles owned by Dr. Adolf Merckle own an additional 25.46% of the outstanding shares of HeidelbergCement.  Therefore, the members of the Merckle Family may be deemed to be the beneficial owners of the HBMA Shares by virtue of their ownership of Spohn and HeidelbergCement.  Spohn may be deemed to beneficially own the HBMA Shares by virtue of  its ownership in HeidelbergCement.

 

(b)           Each Reporting Person may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the HBMA Shares which may be deemed to be beneficially owned by such Reporting Person as indicated in rows (7) through (11) and (13) of the cover pages to this Schedule 13D.

 

10


 

CUSIP No.   90333L102

 

Spohn may be deemed to share with HeidelbergCement, all middle-tier subsidiaries between HeidelbergCement and HBMA, and HBMA the power to vote or direct the vote and to dispose or direct the disposition of the HBMA Shares.

 

Members of the Merckle Family may be deemed to share with Spohn, HeidelbergCement, all middle-tier subsidiaries between HeidelbergCement and HBMA, and HBMA the power to vote or direct the vote and to dispose or direct the disposition of the HBMA Shares.  Each member of the Merckle Family may be deemed to share with the other members of the Merckle Family the power to vote or direct the vote and to dispose or direct the disposition of the HBMA Shares.

 

(c)           Information on transactions in the Shares effected by the Reporting Persons during the sixty day period prior to the date of this Schedule 13D is set forth in Annex D.  All transactions were purchases by HBMA effected in the open market.

 

(d)           Except as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the HBMA Shares owned by the Reporting Persons.

 

(e)           Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this statement or between such persons and any other person with respect to any securities of Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit

 

Description

 

 

 

1

 

Joint Filing Agreement Pursuant to Rule 13d-1.

24

 

Power of Attorney.

 

11


 

CUSIP No.   90333L102

 

 

ANNEX A

 

Corporate Entities

 

Spohn and HeidelbergCement

 

State or
Other Place
of
Organization

 

Principal
Business

 

Address of Principal
Place of Business and
Principal Office

 

Shareholders/Beneficial Owner

Spohn Cement GmbH

 

Germany

 

Holding Company

 

Diekstraat 3, 25870 Norderfriedrichskoog, Germany

 

Merckle Family

HeidelbergCement AG

 

Germany

 

Cement, ready-mix concrete, aggregates and related products

 

Berliner Strasse 6, 69120 Heidelberg, Germany

 

Spohn Cement GmbH – 53.6% Dr. Adolf Merckle (including through investment vehicles) – 25.46%

Schwenk Beteiligungen GmbH  & Co KG – 6.9%

Public free float – 14.04%

 

HeidelbergCement AG Middle-Tier Subsidiaries

 

Name of Middle-Tier
Subsidiary

 

State or
Other Place
of
Organization

 

Principal
Business

 

Address of Principal
Place of Business and
Principal Office

 

Shareholders/Beneficial Owner

HeidelbergCement International Holding GmbH

 

Germany

 

Holding Company

 

Berliner Straße 6,
69120 Heidelberg,
Germany

 

HeidelbergCement AG

HeidelbergCement Holding S.á.r.l.

 

Luxembourg

 

Holding Company

 

46 A, Avenue J. F. Kennedy, Luxembourg

 

HeidelbergCement AG – 49.95% HeidelbergCement International Holding GmbH – 54.05%

HeidelbergCement UK Holding Limited

 

United Kingdom

 

Holding Company

 

3160 Solihull Parkway, Park Square, Birmingham Business Park, Birmingham, England

 

HeidelbergCement Holding S.á.r.l.

Lehigh UK Limited

 

United Kingdom

 

Holding Company

 

3160 Solihull Parkway, Park Square, Birmingham Business Park, Birmingham, England

 

HeidelbergCement UK Holding Limited

Hanson Limited

 

United Kingdom

 

Holding Company

 

1, Grosvenor Place, London SW1X 7JH, England

 

Lehigh UK Limited

HeidelbergCement UK Holding II Limited

 

United Kingdom

 

Holding Company

 

3160 Solihull Parkway, Park Square, Birmingham Business Park, Birmingham, England

 

Hanson Limited

 

12


 

CUSIP No.   90333L102

 

Lehigh B.V.

 

Netherlands

 

Holding Company

 

Sint Teunislaan 1,
Gebouw Cementrum,
5231 BS
s´Hertogenbosch,
Netherlands

 

HeidelbergCement UK Holding II Limited

HeidelbergCement, Inc.

 

Delaware

 

Holding Company

 

300 East John
Carpenter Freeway,
Suite 1645
Irving, Texas 75062

 

Lehigh B.V.

Hanson Devon Limited

 

Ireland

 

Holding Company

 

WIL House, Shannon
Business Park,
Shannon, County Clare,
Republic of Ireland

 

HeidelbergCement, Inc.

Essex NA Holdings LLC

 

Delaware

 

Holding Company

 

300 East John
Carpenter Freeway,
Suite 1645
Irving, Texas 75062

 

Hanson Devon Limited

HNA Investments D.G.P.

 

Delaware

 

Holding Company

 

300 East John
Carpenter Freeway,
Suite 1645
Irving, Texas 75062

 

Hanson Devon Limited — 99% Essex NA Holdings LLC — 1%

HBMA Holdings, Inc.

 

Delaware

 

Holding Company

 

300 East John
Carpenter Freeway
Suite 1645
Irving, Texas 75062

 

HNA Investments D.G.P.

 

13


 

CUSIP No.   90333L102

 

ANNEX B

 

Board of Directors and Executive Officers of HBMA Holdings, Inc.

 

The name, present positions with HBMA, present principal occupation or employment and business address of each of the board members and executive officers of HBMA Holdings, Inc. are set forth below.  All persons named in the table below are citizens of the United States.

 

Name

 

Positions with HBMA

 

Present Principal Occupation or
Employment

 

Business Address

James K. Kitzmiller

 

Director and President

 

President and Chief Executive Officer, Lehigh Hanson, Inc.1

 

8505 Freeport Parkway
Irving, Texas 75063

Michael H. Hyer

 

Director, Vice President and Secretary

 

Vice President – General Counsel, Lehigh Hanson, Inc.1

 

300 East John Carpenter Freeway, Suite 1645
Irving, Texas 75062

Timothy W. McHugh

 

Director and Vice President

 

Vice President, Chief Financial Officer, Lehigh Hanson, Inc.

 

8505 Freeport Parkway
Irving, Texas 75063

Robert Creveling

 

Treasurer

 

Treasurer, Lehigh Hanson, Inc.1

 

8505 Freeport Parkway
Irving, Texas 75063

 

1Lehigh Hanson, Inc. is a downstream subsidiary of HBMA Holdings, Inc.

 

14


 

CUSIP No.   90333L102

 

ANNEX C

 

Members of the Merckle Family

 

The name, present principal occupation or employment and business address of each of the members of the Merckle Family are set forth below.  All persons named in the table below are citizens of the Federal Republic of Germany.

 

Name

 

Present Principal Occupation or
Positions with HBMA

 

Employment Business Address

Dr. Adolf Merckle

 

Attorney

 

Graf-Arco-Strasse 3, 89079 Ulm, Germany

 

 

 

 

 

Ruth Merckle

 

Physiotherapist

 

Graf-Arco-Strasse 3, 89079 Ulm, Germany

 

 

 

 

 

Ludwig Merckle

 

Managing Director, VEM Vermögensverwaltung GmbH

 

Graf-Arco-Strasse 3, 89079 Ulm, Germany

 

 

 

 

 

Tobias Merckle

 

Managing Director of the Association Prisma

 

Prisma e.V., Seehaus 1, 71229 Leonberg, Germany

 

 

 

 

 

Dr. Philipp Merckle

 

Managing Director of Merckle GmbH

 

Graf-Arco-Strasse 3, 89079 Ulm, Germany

 

 

 

 

 

Jutta Breu (nee Jutta Merckle)

 

Commercial Employee

 

MTS Systems GmbH, Hohentwielsteig 3,
14163 Berlin, Germany

 

15


 

CUSIP No.   90333L102

 

ANNEX D

 

HBMA Shares

 

Person Effecting
Transaction

 

Transaction
Type1

 

Number of
Shares

 

Date of Transaction

 

Price Per
Share

 

 

 

 

 

 

 

 

 

 

 

HBMA

 

BUY

 

1,774,700

 

Before March 29, 2008

 

$

3.97

 

 

 

 

 

 

 

 

 

 

 

HBMA

 

BUY

 

63,500

 

May 20, 2008

 

4.16

 

 

 

 

 

 

 

 

 

 

 

HBMA

 

BUY

 

30,000

 

May 21, 2008

 

4.37

 

 

 

 

 

 

 

 

 

 

 

HBMA

 

BUY

 

30,000

 

May 22, 2008

 

4.43

 

 

 

 

 

 

 

 

 

 

 

HBMA

 

BUY

 

25,000

 

May 23, 2008

 

4.36

 

 

 

 

 

 

 

 

 

 

 

HBMA

 

BUY

 

86,055

 

May 27, 2008

 

4.72

 

 

 

 

 

 

 

 

 

 

 

HBMA

 

BUY

 

475,703

 

May 28, 2008

 

4.97

 

 

 

 

 

 

 

 

 

 

 

HBMA

 

BUY

 

171,260

 

May 29 2008

 

5.17

 

 

 

 

 

 

 

 

 

 

 

 HBMA

 

BUY

 

160,300

 

May 30, 2008

 

5.29

 

 

 

 

 

 

 

 

 

 

 

 HBMA

 

BUY

 

104,798

 

June 2, 2008

 

5.13

 

 

 

 

 

 

 

 

 

 

 

 HBMA

 

BUY

 

155,864

 

June 3, 2008

 

5.48

 

 

 

 

 

 

 

 

 

 

 

 HBMA

 

BUY

 

156,271

 

June 4, 2008

 

5.87

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

3,233,451

 

 

 

$

4.48

 

 

1All purchases were made on the open market.

 

16


 

CUSIP No.   90333L102

 

SIGNATURE

 

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

 

 

HBMA Holdings, Inc.

 

 

Dated:  June 6, 2008

By:

/s/ Michael H. Hyer

 

 

Name:  Michael H. Hyer

 

 

Title:    Vice President

 

 

 

 

Dated:  June 6, 2008

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact

for Adolf Merckle

 

 

 

 

 

 

Dated:  June 6, 2008

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact

for Ruth Merckle

 

 

 

 

 

 

Dated:  June 6, 2008

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact

for Tobias Merckle

 

 

 

 

 

 

Dated:  June 6, 2008

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact

for Dr. Philipp Merckle

 

 

 

 

 

 

Dated:  June 6, 2008

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact

for Jutta Breu (nee Jutta Merckle) 

 

 

 

 

 

 

Dated:  June 6, 2008

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact

for Ludwig Merckle

 

17

 EX-1 2 a08-16097_2ex1.htm EX-1

Exhibit 1

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1

 

This agreement is made pursuant to Rule 13d-1(b)(1)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together constitute a single contract. Delivery of an executed counterpart of this agreement by telecopy or electronic transmission shall be as effective as delivery of a manually executed counterpart of this agreement.

 

 

HBMA HOLDINGS, INC.

 

 

Dated: June 6, 2008

By:

/s/ Michael H. Hyer

 

 

Name:  Michael H. Hyer

 

 

Title:   Vice President

 

 

 

 

 

 

Dated: June 2, 2008

By:

/s/ A. Merckle

 

 

Name: Adolf Merckle

 

 

 

 

 

 

Dated: June 2, 2008

By:

/s/ Ruth Merckle

 

 

Name: Ruth Merckle

 

 

 

 

 

 

Dated: June 3, 2008

By:

/s/ T. Merckle

 

 

Name: Tobias Merckle

 

 

 

 

 

 

Dated: June 4, 2008

By:

/s/ Ph. Merckle

 

 

Name: Dr. Philipp Merckle

 

 

 

 

 

 

Dated: June 2, 2008

By:

/s/ Jutta Breu

 

 

Name: Jutta Breu, nee Merckle

 

 

 

 

 

 

Dated: June 2, 2008

By:

/s/ L. Merckle

 

 

Name: Ludwig Merckle

 

 EX-24 3 a08-16097_2ex24.htm EX-24

Exhibit 24

 

LIMITED POWER OF ATTORNEY FOR
REPORTING OBLIGATIONS UNDER SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

Each individual whose signature appears below constitutes and appoints Dr. Martin Schockenhoff, Vera Rothenburg and each of them, such person’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person’s name, place, and stead, in any and all capacities, to sign any and all original filings of and amendments to Schedule 13-D relating to the Common Stock of U.S. Concrete, Inc., a Delaware corporation (the “Issuer”), and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission on behalf of such individual, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.  This Power of Attorney shall remain in full force and effect until each individual whose signature appears below is no longer required to file a Schedule 13D or amendments thereto with the Securities and Exchange Commission with respect to the Common Stock of Issuer.

 

Signature

 

Date

 

 

 

 /s/ A. Merckle

 

June 2, 2008

Adolf Merckle

 

 

 

 

 

 /s/ Ruth Merckle

 

June 2, 2008

Ruth Merckle

 

 

 

 

 

 /s/ T. Merckle

 

June 3, 2008

Tobias Merckle

 

 

 

 

 

 /s/ Ph. Merckle

 

June 4, 2008

Dr. Philipp Merckle

 

 

 

 

 

 /s/ Jutta Breu

 

June 2, 2008

Jutta Breu, nee Merckle

 

 

 

 

 

 /s/ L. Merckle

 

June 2, 2008

Ludwig Merckle

 

 

 

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