-----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, OlbyYbMyo1bvo8fhPqVNSVVB6s7oGI0LID6dMpFpwuVp21WjqrBC2/fwWP1hCZSb Hb0tPGUjVor0tUDkkU0B5A== 0000905718-08-000382.txt : 20080527 0000905718-08-000382.hdr.sgml : 20080526 20080527165251 ACCESSION NUMBER: 0000905718-08-000382 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080527 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U.S. Concrete, Inc. CENTRAL INDEX KEY: 0001307784 IRS NUMBER: 760586680 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84033 FILM NUMBER: 08861249 BUSINESS ADDRESS: STREET 1: 2925 BRIARPARK, SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-499-6200 MAIL ADDRESS: STREET 1: 2925 BRIARPARK, SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANNELL J CARLO CENTRAL INDEX KEY: 0001287649 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 4158358301 MAIL ADDRESS: STREET 1: 240 E. DELONEY AVENUE STREET 2: P.O. BOX 3459 CITY: JACKSON STATE: WY ZIP: 83001 SC 13D 1 usconcrete13dmay08.txt SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* U.S. Concrete, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 90333L102 - -------------------------------------------------------------------------------- (CUSIP Number) J. Carlo Cannell Cannell Capital, LLC P.O. Box 3459, 240 E. Deloney Avenue Jackson, WY 83001 (307) 733-2284 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 22, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *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 the disclosure provided in a prior cover page. The information required in 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number. CUSIP No. 90333L102 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): J. Carlo Cannell - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC/OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: USA - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 2,484,000* ------------------------------------------ Shares Beneficially 8. Shared Voting Power: 0 ------------------------------------------ Owned by Each Reporting 9. Sole Dispositive Power: 2,484,000* ------------------------------------------ Person With 10. Shared Dispositive Power: 0 ------------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,484,000* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of U.S. Concrete, Inc. (the "Company") as filed with the Securities and Exchange Commission on May 8, 2008, there were 39,745,828 shares of Common Stock par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of May 6, 2008. As of May 22, 2008 (the "Reporting Date"), Anegada Master Fund Limited ("Anegada") and Tonga Partners, L.P. ("Tonga," and collectively with Anegada, the "Funds") held in the aggregate 2,484,000 Shares. Cannell Capital LLC acts as the investment adviser to Anegada, and is the general partner of and investment adviser to Tonga. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. As a result, Mr. Cannell possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr. Cannell may be deemed to beneficially own 2,484,000 Shares, or approximately 6.2% of the Shares deemed issued and outstanding as of the Reporting Date. Item 1. Security and Issuer. ------------------- The class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.001 per share (the "Shares"), of U.S. Concrete, Inc. (the "Company"), a Delaware corporation. The address of the principal executive offices of the Company is 2925 Briarpark, Suite 1050, Houston, TX 77042. Item 2. Identity and Background. ----------------------- The person filing this report is J. Carlo Cannell, whose business address is Cannell Capital, LLC, P.O. Box 3459, 240 E. Deloney Ave., Jackson, WY 83001. Mr. Cannell is the sole managing member of Cannell Capital, LLC (the "Adviser"). The Adviser acts as the investment adviser to Anegada Master Fund Limited, a Cayman Islands limited company ("Anegada"), and is the general partner of and investment adviser to Tonga Partners, L.P., a Delaware limited partnership ("Tonga" and, collectively with Anegada, the "Funds"). Mr. Cannell is the sole managing member of the Adviser. Mr. Cannell has never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Cannell is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- All of the funds used in making the purchase of Shares described in Item 5 of this Schedule 13D came from the working capital of the Funds. The Funds have invested an aggregate amount of approximately $18,258,202 in the Shares. Item 4. Purpose of Transaction. ---------------------- Mr. Cannell, on behalf of the Funds, identified the Company as an entity satisfying each Fund's investment criteria. The Funds acquired and continue to hold the Shares as a long-term investment. Mr. Cannell reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company's board of directors, senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to, pursuit of strategic initiatives to enhance shareholder value. By letter dated May 22, 2008, Mr. Cannell requested that the Company interview competent agents to solicit a transaction to produce the highest economic and tax-favorable benefit to shareholders of the Company. In addition to the actions set forth above, Mr. Cannell may engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions. Except as set forth above, Mr. Cannell has no present plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based on information set forth in the Company's Form 10-Q for the quarter ending March 31, 2008 as filed with the Securities and Exchange Commission on May 8, 2008, there were 39,745,828 Shares issued and outstanding as of May 6, 2008. As of May 22, 2008 (the "Reporting Date"), the Funds owned 2,484,000 Shares. The Adviser acts as the investment adviser to Anegada, and is the general partner of and investment adviser to Tristan and Tonga. Mr. J. Carlo Cannell is the sole managing member of the Adviser. (a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr. Cannell is deemed to beneficially own 2,484,000 Shares, or approximately 6.2% of the Shares deemed issued and outstanding as of the Reporting Date. (b) Mr. Cannell possesses the sole power to vote and to direct the disposition of the securities held by the Funds. (c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Cannell or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction). (Purchases) Date Security Quantity Price ---- -------- -------- ----- 5/16/2008 Shares 57,805 $4.02 5/19/2008 Shares 7,419 $4.05 5/20/2008 Shares 8,300 $4.22 5/21/2008 Shares 100,283 $4.39 (Sales) None. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------------------------------------- None. Item 7. Material to Be Filed as Exhibits. -------------------------------- Letter to Michael W. Harlan, Chairman of the Executive Committee of U.S. Concrete, Inc. dated May 22, 2008. Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 27, 2008 /s/ J. Carlo Cannell --------------------------------------- J. Carlo Cannell in his capacity as the Managing Member of Cannell Capital LLC, investment adviser to Anegada Master Fund Limited, and the general partner of, and investment adviser to, Tonga Partners, L.P. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). CANNELL CAPITAL LLC 240 E. Deloney Avenue P.O. Box 3459 Jackson, WY 83001 ------------- Tel (307) 733-2284 Fax (443) 606-0067 info@cannellcap.com May 22, 2008 Mr. Michael W. Harlan Chairman of Executive Committee US Concrete Inc. 2925 Briarpark, Suite 1050 Houston, TX 77042 Dear Mr. Harlan, Cannell Capital LLC ("Cannell") the Wyoming Company which serves as investment adviser and investment sub-adviser to sundry private investment funds and partnerships, is amending its reporting requirements to reflect a more active stance with respect to US Concrete Inc. ("RMIX"). Cannell would like to congratulate RMIX on its strategy, execution and stewardship of shareholder assets. Our concern and belief is, however, that given the low valuation of RMIX combined with the current high costs of being publicly held, a compelling case can be made to amortize the assets of RMIX over a larger infrastructure such as that enjoyed by Texas Industries, Vulcan Materials, Cemex or CRH plc. RMIX sells at half of enterprise value to revenues whilst Texas Industries and Vulcan Materials sell at 2.3 and 3.1, respectively. Table One: Current Valuation Disparity. Sell or Be Sold. ($ in Millions) Market LTM LTM LTM EV/LTM EV/LTM Symbol Company Name Value Sales OPM% PSR Sales EBITDA - ------ --------------------- -------- -------- ------- ------ -------- ------ CX Cemex S.A.B. de C.V. $24,237 $22,684 12.5 1.1 1.8 8.6 TXI Texas Industries Inc. 1,964 1,024 12.0 1.9 2.2 13.0 VMC Vulcan Materials Co. 8,535 3,458 18.2 2.5 3.5 13.1 CRH CRH plc 20,476 28,118 9.9 0.7 0.9 6.2 RMIX US Concrete Inc. 171 834 4.7 0.2 0.6 6.6 In this regard we encourage RMIX to interview some competent agents in order to solicit such a transaction to produce the highest economic and tax favorable benefit to shareholders of RMIX. Sincerely, /s/ J. Carlo Cannell - ------------------------ J. Carlo Cannell Managing Member -----END PRIVACY-ENHANCED MESSAGE-----