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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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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 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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2
CUSIP No. 90333L102 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 90333L102 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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4
CUSIP No. 90333L102 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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5
CUSIP No. 90333L102 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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6
CUSIP No. 90333L102 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person (See
Instructions) |
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7
CUSIP No. 90333L102 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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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 HBMAs 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 Spohns 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 HeidelbergCements 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 |
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HBMA financed its purchases of Shares with working capital. |
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Item 4. |
Purpose of Transaction |
HBMA made its purchases of Shares based on the Reporting Persons belief that the Issuers 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 Issuers 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 Issuers 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, finders 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. |
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Item 7. |
Material to be Filed as Exhibits |
Exhibit |
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Description |
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1 |
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Joint Filing Agreement Pursuant to Rule 13d-1. |
24 |
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Power of Attorney. |
11
CUSIP No. 90333L102 |
ANNEX A
Corporate Entities
Spohn and HeidelbergCement |
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State or |
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Principal |
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Address of Principal |
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Shareholders/Beneficial Owner |
Spohn Cement GmbH |
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Germany |
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Holding Company |
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Diekstraat 3, 25870 Norderfriedrichskoog, Germany |
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Merckle Family |
HeidelbergCement AG |
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Germany |
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Cement, ready-mix concrete, aggregates and related products |
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Berliner Strasse 6, 69120 Heidelberg, Germany |
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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 |
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State or |
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Principal |
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Address of Principal |
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Shareholders/Beneficial Owner |
HeidelbergCement International Holding GmbH |
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Germany |
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Holding Company |
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Berliner
Straße 6, |
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HeidelbergCement AG |
HeidelbergCement Holding S.á.r.l. |
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Luxembourg |
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Holding Company |
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46 A, Avenue J. F. Kennedy, Luxembourg |
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HeidelbergCement AG 49.95% HeidelbergCement International Holding GmbH 54.05% |
HeidelbergCement UK Holding Limited |
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United Kingdom |
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Holding Company |
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3160 Solihull Parkway, Park Square, Birmingham Business Park, Birmingham, England |
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HeidelbergCement Holding S.á.r.l. |
Lehigh UK Limited |
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United Kingdom |
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Holding Company |
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3160 Solihull Parkway, Park Square, Birmingham Business Park, Birmingham, England |
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HeidelbergCement UK Holding Limited |
Hanson Limited |
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United Kingdom |
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Holding Company |
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1, Grosvenor Place, London SW1X 7JH, England |
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Lehigh UK Limited |
HeidelbergCement UK Holding II Limited |
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United Kingdom |
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Holding Company |
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3160 Solihull Parkway, Park Square, Birmingham Business Park, Birmingham, England |
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Hanson Limited |
12
CUSIP No. 90333L102 |
Lehigh B.V. |
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Netherlands |
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Holding Company |
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Sint Teunislaan 1, |
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HeidelbergCement UK Holding II Limited |
HeidelbergCement, Inc. |
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Delaware |
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Holding Company |
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300 East John |
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Lehigh B.V. |
Hanson Devon Limited |
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Ireland |
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Holding Company |
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WIL
House, Shannon |
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HeidelbergCement, Inc. |
Essex NA Holdings LLC |
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Delaware |
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Holding Company |
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300
East John |
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Hanson Devon Limited |
HNA Investments D.G.P. |
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Delaware |
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Holding Company |
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300
East John |
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Hanson Devon Limited 99% Essex NA Holdings LLC 1% |
HBMA Holdings, Inc. |
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Delaware |
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Holding Company |
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300
East John |
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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 |
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Positions with HBMA |
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Present Principal Occupation or |
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Business Address |
James K. Kitzmiller |
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Director and President |
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President and Chief Executive Officer, Lehigh Hanson, Inc.1 |
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8505
Freeport Parkway |
Michael H. Hyer |
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Director, Vice President and Secretary |
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Vice President General Counsel, Lehigh Hanson, Inc.1 |
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300
East John Carpenter Freeway, Suite 1645 |
Timothy W. McHugh |
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Director and Vice President |
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Vice President, Chief Financial Officer, Lehigh Hanson, Inc. |
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8505
Freeport Parkway |
Robert Creveling |
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Treasurer |
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Treasurer, Lehigh Hanson, Inc.1 |
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8505
Freeport Parkway |
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 |
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Present Principal Occupation or |
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Employment Business Address |
Dr. Adolf Merckle |
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Attorney |
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Graf-Arco-Strasse 3, 89079 Ulm, Germany |
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Ruth Merckle |
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Physiotherapist |
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Graf-Arco-Strasse 3, 89079 Ulm, Germany |
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Ludwig Merckle |
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Managing Director, VEM Vermögensverwaltung GmbH |
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Graf-Arco-Strasse 3, 89079 Ulm, Germany |
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Tobias Merckle |
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Managing Director of the Association Prisma |
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Prisma e.V., Seehaus 1, 71229 Leonberg, Germany |
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Dr. Philipp Merckle |
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Managing Director of Merckle GmbH |
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Graf-Arco-Strasse 3, 89079 Ulm, Germany |
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Jutta Breu (nee Jutta Merckle) |
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Commercial Employee |
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MTS
Systems GmbH, Hohentwielsteig 3, |
15
CUSIP No. 90333L102 |
ANNEX D
HBMA Shares
Person Effecting |
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Transaction |
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Number of |
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Date of Transaction |
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Price Per |
|
|
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HBMA |
|
BUY |
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1,774,700 |
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Before March 29, 2008 |
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$ |
3.97 |
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HBMA |
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BUY |
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63,500 |
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May 20, 2008 |
|
4.16 |
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HBMA |
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BUY |
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30,000 |
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May 21, 2008 |
|
4.37 |
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|
|
|
|
|
|
|
|
|
|
|
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HBMA |
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BUY |
|
30,000 |
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May 22, 2008 |
|
4.43 |
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|
|
|
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|
|
|
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HBMA |
|
BUY |
|
25,000 |
|
May 23, 2008 |
|
4.36 |
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|
|
|
|
|
|
|
|
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HBMA |
|
BUY |
|
86,055 |
|
May 27, 2008 |
|
4.72 |
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|
|
|
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|
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|
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HBMA |
|
BUY |
|
475,703 |
|
May 28, 2008 |
|
4.97 |
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|
|
|
|
|
|
|
|
|
|
|
|
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