UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

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 4, 2009

(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 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

 

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)
8.7%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

2


 

CUSIP No.  90333L102

 

 

1.

Names of Reporting Persons.  Ms. Ruth Merckle
I.R.S. Identification Nos. of above persons (entities only).   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)
8.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

3


 

CUSIP No.  90333L102

 

 

1.

Names of Reporting Persons.  Mr. Ludwig Merckle
I.R.S. Identification Nos. of above persons (entities only).  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)
8.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

4


 

CUSIP No.  90333L102

 

 

1.

Names of Reporting Persons.  Mr. Tobias Merckle
I.R.S. Identification Nos. of above persons (entities only).  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)
8.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

5


 

CUSIP No.  90333L102

 

 

1.

Names of Reporting Persons.  Dr. Philipp Merckle
I.R.S. Identification Nos. of above persons (entities only).  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)
8.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

6


 

CUSIP No.  90333L102

 

 

1.

Names of Reporting Persons.  Ms. Jutta Breu (nee Jutta Merckle)
I.R.S. Identification Nos. of above persons (entities only).  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)
8.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

7


 

CUSIP No. 90333L102

 

This Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed to amend and supplement the statement on Schedule 13D initially filed on June 6, 2008 (the “Schedule 13D”) by (a) HBMA Holdings, Inc., a Delaware corporation, (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”).  Only those items which are included below are being amended and supplemented by this Amendment. Items in the Schedule 13D not listed below remain unchanged.  Capitalized terms used herein and not defined shall have the meaning set forth in the Schedule 13D.

 

Since the filing of the Schedule 13D, the reporting persons have changed 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 is now held by his son, Mr. Ludwig Merckle, who, as a result of disclaimers by two of his siblings, is Dr. Merckle’s sole heir.  The current reporting persons are as set forth below in this filing (the “Reporting Persons”).  In addition, the percentage of Shares of the Issuer beneficially owned by the Reporting Persons has increased from 8.1% to 8.7% due to changes in the total number of Shares outstanding. This statement is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated June 6, 2008 and filed as Exhibit 1 to the Schedule 13D.

 

 

Item 2.

Identity and Background

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

 

This Schedule 13D is filed jointly by (a) HBMA Holdings LLC, a Delaware limited liability company formerly known as HBMA Holdings, Inc. (“HBMA”), and (b) (i) Ms. Ruth Merckle, a citizen of the Federal Republic of Germany, (ii) Mr. Ludwig Merckle, a citizen of the Federal Republic of Germany, (iii) Mr. Tobias Merckle, a citizen of the Federal Republic of Germany, (iv) Dr. Philipp Merckle, a citizen of the Federal Republic of Germany, and (v) 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 limited liability company 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 managers and executive officers of HBMA are set forth in Annex B attached hereto.

 

Mr. Ludwig Merckle, Mr. Tobias Merckle, Dr. Philipp Merckle and Ms. Jutta Breu (nee Jutta Merckle) are the children of Ms. Ruth Merckle and Dr. Adolf Merckle (deceased).   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 Mr. Ludwig Merckle, who, as a result of disclaimers by two of his siblings, is the sole heir of Dr. Adolf Merckle (deceased), 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

 

8


 

CUSIP No. 90333L102

 

Heidelberg, Germany.  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, U.S. 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.”

 

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 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 37,173,699 as of May 7, 2009 as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

 

HBMA owns 3,233,451 Shares (the “HBMA Shares”) representing 8.7% 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 Mr. Ludwig Merckle, who, as a result of disclaimers by two of his siblings, is the sole heir of Dr. Adolf Merckle (deceased), 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.

 

 

Item 7.

Materials to be Filed as Exhibits

 

Exhibit

 

Description

 

 

 

1

 

Joint Filing Agreement Pursuant to Rule 13d-1 (incorporated by reference to Exhibit 1 to Schedule 13D filed with the Securities and Exchange Commission on June 6, 2008).

24

 

Power of Attorney (incorporated by reference to Exhibit 24 to Schedule 13D filed with the Securities and Exchange Commission on June 6, 2008).

 

9


 

CUSIP No. 90333L102

 

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

 

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% Mr. Ludwig Merckle, the sole heir of Dr. Adolf Merckle (deceased), (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

 

10


 

CUSIP No. 90333L102

 

Lehigh B.V.

 

Netherlands

 

Holding Company

 

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

 

HeidelbergCement UK Holding II Limited

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%

HBMA Holdings LLC

 

Delaware

 

Holding Company

 

300 East John Carpenter Freeway Suite 1645 Irving, Texas 75062

 

HNA Investments

 

11


 

CUSIP No. 90333L102

 

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

James K. Kitzmiller

 

Manager and President

 

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

 

8505 Freeport Parkway
Irving, Texas 75063

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

Timothy W. McHugh

 

Manager 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

 

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

 

12


 

CUSIP No. 90333L102

 

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

 

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

Ruth Merckle

 

Physiotherapist

 

Graf-Arco-Straße 3, 89079 Ulm, Germany

Ludwig Merckle

 

Economist

 

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

 

Member of the Supervisory Board of Gruschwitz AG, Leutkirch, Germany

 

Graf-Arco-Straße 3, 89079 Ulm, Germany

Jutta Breu (nee Jutta Merckle)

 

Commercial Employee

 

MTS Systems GmbH, Hohentwielsteig 3, 14163 Berlin, Germany

 

13


 

CUSIP No. 90333L102

 

SIGNATURE

 

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

 

 

HBMA Holdings LLC

 

 

 

Dated:  June 3, 2009

By: 

/s/ Michael H. Hyer

 

 

Name: 

Michael H. Hyer

 

 

Title:

Vice President

 

 

 

 

 

 

Dated:  June 2, 2009

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact for Ruth Merckle

 

 

 

 

 

 

Dated:  June 2, 2009

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact for Tobias Merckle

 

 

 

 

 

 

Dated:  June 2, 2009

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact for Dr. Philipp Merckle

 

 

 

 

 

 

Dated:  June 2, 2009

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact for Jutta Breu (nee Jutta Merckle)

 

 

 

 

 

 

Dated:  June 2, 2009

By:

/s/ Martin Schockenhoff

 

 

Martin Schockenhoff, Attorney-in-Fact for Ludwig Merckle

 

14