UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

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

 


 

August 31, 2010

(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

13D/A

 

 

1.

Names of Reporting Persons.
HBMA Holdings LLC
I.R.S. Identification Nos. of above persons (entities only).  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
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

2



 

CUSIP No.   90333L102

13D/A

 

This Amendment No. 3 to Schedule 13D (this “Amendment”) is being filed as a final amendment to the statement on Schedule 13D initially filed on June 6, 2008 (the “Schedule 13D”) by (a) HBMA Holdings, Inc., a Delaware corporation, 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, and (vi) Ms. Jutta Breu (nee Jutta Merckle), a citizen of the Federal Republic of Germany, relating to beneficial ownership of shares of common stock, $.001 par value (“Shares”) of U.S. Concrete, Inc. (the “Issuer”).

 

On June 8, 2009, the reporting persons filed Amendment No. 1 to the Schedule 13D to reflect a change in the reporting persons due to (i) the conversion of HBMA Holdings, Inc. to HBMA Holdings LLC, a Delaware limited liability company, and (ii) the death of Dr. Adolph Merckle.  Dr. Merckle’s beneficial ownership interest in Shares of the Issuer was transferred to his son, Mr. Ludwig Merckle, who, as a result of disclaimers by two of his siblings, is Dr. Merckle’s sole heir.

 

On September 22, 2009, the reporting persons filed Amendment No. 2 to the Schedule 13D to report that Ms. Ruth Merckle, Mr. Ludwig Merckle, Mr. Tobias Merckle, Dr. Philipp Merckle and Ms. Jutta Breu ceased to have any beneficial ownership in the Shares of the Issuer, as a result of transactions involving the sale of their controlling interest in the capital stock of HeidelbergCement AG, the ultimate parent corporation of HBMA Holdings LLC.

 

This amendment is filed to report that, as of August 31, 2010, HBMA Holdings LLC no longer beneficially owns any Shares because the Shares were cancelled as a result of the effectiveness of the Amended Joint Plan of Reorganization of the Issuer and certain of its subsidiaries.  Capitalized terms used herein and not defined shall have the respective meanings set forth in the Schedule 13D, as previously amended.

 

 

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

This Amendment No. 3 to Schedule 13D is filed by HBMA Holdings LLC (“HBMA”) because, on August 31, 2010, HBMA ceased to be the beneficial owner of more than five percent of the Shares of the Issuer due to cancellation of the Shares under the terms of the Amended Joint Plan of Reorganization of the Issuer and certain of its subsidiaries.

 

HBMA is a Delaware limited liability company, formerly known as HBMA Holdings, Inc., 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.  HBMA is an indirect 100% owned subsidiary of HeidelbergCement AG, a corporation incorporated under the laws of the Federal Republic of Germany (“HeidelbergCement”).  HeidelbergCement is a corporation whose core products are cement, ready-mixed concrete, aggregates and related products.  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 HBMA, HeidelbergCement and each of the HeidelbergCement corporate entities between HeidelbergCement and HBMA.

 

The name, position with HBMA, present principal occupation or employment and business address of each of the managers and executive officers of HBMA and each member of the managing board and the supervisory board of HeidelbergCement are set forth in Annex B attached hereto.

 

During the last five years, neither HBMA or, to the knowledge of HBMA, 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, U.S. federal or state securities laws or finding any violation with respect to such laws.

 

3



 

CUSIP No.   90333L102

13D/A

 

Item 5.

Interest in Securities of the Issuer

Item 5(a) of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

(a)           The responses of the Reporting Person to Rows (7) through (11) and (13) of the cover page to this Schedule 13D are hereby incorporated by reference.

 

Item 5(b) of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

(b)           Not applicable.

 

Item 5(c) of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

(c)           Not applicable.

 

Item 5(d) of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

(d)           Not applicable.

 

Item 5(e) of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

(e)           On August 31, 2010, the Reporting Person ceased to be the beneficial owner of more than five percent of the Shares.

 

 

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

Not applicable.

 

4



 

CUSIP No.   90333L102

13D/A

 

Annex A to the Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

ANNEX A

 

Corporate Entities

 

HeidelbergCement
and HBMA

 

State or
 Other Place
 of 
Organization

 

Principal
 Business

 

Address of Principal
Place of Business and 
Principal Office

 

Shareholders/Beneficial Owner

HeidelbergCement AG

 

Germany

 

Cement, lime and related products

 

Berliner Straße 6, 69120

 Heidelberg, Germany

 

Mr. Ludwig Merckle (including through investment vehicles) — 24.42%

Public free float — 75.58%

HBMA Holdings LLC

 

Delaware

 

Holding Company

 

300 East John Carpenter

 Freeway, Suite 1645

 Irving, Texas 75062

 

HNA Investments

 

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.à.r.l.

 

Luxembourg

 

Holding Company

 

13, Rue Edward
Steichen, 2540
Luxembourg

 

HeidelbergCement International

 Holding GmbH

 

HeidelbergCement UK Holding Limited

 

United Kingdom

 

Holding Company

 

Hanson House, 14
Castle Hill,
Maidenhead, SL6 4JJ,
England

 

HeidelbergCement Holding S.á.r.l.

Lehigh UK Limited

 

United Kingdom

 

Holding Company

 

Hanson House, 14
Castle Hill,
Maidenhead, SL6 4JJ,
England

 

HeidelbergCement UK Holding

 Limited

Hanson Limited

 

United Kingdom

 

Holding Company

 

Hanson House, 14
Castle Hill,
 Maidenhead, SL6 4JJ,
England

 

Lehigh UK Limited

HeidelbergCement UK Holding II Limited

 

United Kingdom

 

Holding Company

 

Hanson House, 14
Castle Hill,
Maidenhead, SL6 4JJ,
England

 

Hanson Limited

Lehigh B.V.

 

Netherlands

 

Holding Company

 

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

 

HeidelbergCement UK Holding II

 Limited

 

5



 

CUSIP No.   90333L102

13D/A

 

Lehigh Hanson, Inc.

(f/k/a Heidelberg Cement, 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

 

Lehigh Hanson, Inc.

 (f/k/a Heidelberg Cement, Inc.)

Essex NA Holdings LLC

 

Delaware

 

Holding Company

 

300 East John
Carpenter Freeway,

Suite 1645

Irving, Texas 75062

 

Hanson Devon Limited

HNA Investments

 

Delaware

 

Holding Company

 

300 East John
Carpenter Freeway,

Suite 1645

Irving, Texas 75062

 

Hanson Devon Limited — 99%

 Essex NA Holdings LLC — 1%

 

6



 

CUSIP No.   90333L102

13D/A

 

Annex B to the Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

ANNEX B

 

Managers and Executive Officers of HBMA Holdings LLC

 

The name, present positions with HBMA, present principal occupation or employment and business address of each of the managers and executive officers of HBMA Holdings LLC 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

Daniel M. Harrington

 

Manager and President

 

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

 

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

Michael H. Hyer

 

Manager, Vice President and Secretary

 

Vice President — General Counsel, Lehigh Hanson, Inc.(1)

 

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

Helmut Fischer

 

Vice President

 

Vice President, Chief Financial Officer, Lehigh Hanson, Inc. (1)

 

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

John T. Berry

 

Treasurer

 

Treasurer, Lehigh Hanson, Inc.(1)

 

 

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

 


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

 

Managing Board and Supervisory Board of HeidelbergCement AG

 

The name, present positions with HeidelbergCement AG, present principal occupation or employment and business address of each of the members of the managing board and supervisory board of HeidelbergCement AG are set forth below.  All persons named in the table below are citizens of the Federal Republic of Germany, except for Alan Murray, who is a citizen of the United Kingdom.

 

Name

 

Positions with
HeidelbergCement AG

 

Present Principal Occupation 
or Employment

 

Business Address

Dr. Bernd Scheifele

 

Chairman of the

Managing Board

 

Chairman of the Managing Board of HeidelbergCement AG

 

Berliner Straße 6, 69120
Heidelberg, Germany

Dr. Dominik von Achten

 

Member of the

Managing Board

 

Member of the Managing Board of HeidelbergCement AG

 

Berliner Straße 6, 69120
Heidelberg, Germany

Daniel Gauthier

 

Member of the

Managing Board

 

Member of the Managing Board of HeidelbergCement AG

 

Berliner Straße 6, 69120
Heidelberg, Germany

Andreas Kern

 

Member of the

Managing Board

 

Member of the Managing Board of HeidelbergCement AG

 

Berliner Straße 6, 69120
Heidelberg, Germany

Dr. Lorenz Näger

 

Member of the

Managing Board

 

Member of the Managing Board of HeidelbergCement AG

 

Berliner Straße 6, 69120
Heidelberg, Germany

Dr. Albert Scheuer

 

Member of the

Managing Board

 

Member of the Managing Board of HeidelbergCement AG

 

Berliner Straße 6, 69120
Heidelberg, Germany

Fritz-Jürgen Heckmann

 

Chairman of the

Supervisory Board

 

Business Lawyer

 

Gerokstraße 13 b, 70184
Stuttgart, Germany

 

7



 

CUSIP No.   90333L102

13D/A

 

 

Heinz Schmitt

 

Deputy Chairman of the

Supervisory Board

 

Chairman of the Council of Employees at Headquarters, HeidelbergCement AG

 

Berliner Straße 6, 69120
Heidelberg, Germany

Robert Feiger

 

Member of the

Supervisory Board

 

Deputy Chairman of the Federal Executive Comminute, IG Bauen-Agrar-Umwelt

 

Olof-Palme-Straße 19,
60439 Frankfurt, Germany

Josef Heumann

 

Member of the

Supervisory Board

 

Chairman of the Council of Employees at Burglengenfeld Plant, HeidelbergCement AG

 

Schmidmühlener Straße 30,
93133 Burglengenfeld,
Germany

Max Dietrich Kley

 

Member of the

Supervisory Board

 

Attorney

 

BASF AG, Carl-Bosch-
Straße 38, 67056
Ludwigshafen, Germany

Hans Georg Kraut

 

Member of the

Supervisory Board

 

Director of Schelklingen Plant, HeidelbergCement AG

 

Zementwerk 1, 89601
Schelklingen, Germany

Dr.-Ing. Herbert Lükestratkötter

 

Member of the

Supervisory Board

 

Chairman of Executive Board of HOCHTIEF Aktiengesellschaft

 

Opernplatz 2 45128 Essen, Germany

Ludwig Merckle

 

Member of the

Supervisory Board

 

Managing Director, Merckle Service GmbH

 

Graf-Arco-Straße 3, 89079
Ulm, Germany

Tobias Merckle

 

Member of the

Supervisory Board

 

Managing Director of the Association Prisma E.V.

 

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

Alan Murray

 

Member of the

Supervisory Board

 

former CEO of Hanson Limited. and former Member of the Managing Board of HeidelbergCement AG

 

125 Butlers Wharf, 36 Shad
Thames, London SE1 2YE,
England

Werner Schraeder

 

Member of the

Supervisory Board

 

Chairman of General Council of Employees, HeidelbergCement AG, and Chairman of the Council of Employees at Ennigerloh Plant, HeidelbergCement AG

 

Zur Anneliese 7, 59320
Ennigerloh, Germany

Frank-Dirk Steininger

 

Member of the

Supervisory Board

 

Employment Law Specialist for Federal Executive Committee, IG Bauen-Agrar-Umwelt

 

Olof-Palme-Straße 19,

60439 Frankfurt, Germany

 

8



 

CUSIP No.   90333L102

13D/A

 

Annex C to the Schedule 13D is hereby deleted in its entirety.

 

9



 

CUSIP No.   90333L102

13D/A

 

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 LLC

 

 

 

Dated:  October 25, 2010

By:

/s/ Michael H. Hyer

 

 

Name:  Michael H. Hyer

 

 

Title:    Vice President

 

10