UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
HANSON
PLC
(Name
of Issuer)
Ordinary
Shares with par value of £0.10 each
(Title of Class of Securities)
GB0033516088
(CUSIP
number)
___________________________
American Depositary Shares
(each representing 5 Ordinary Shares)
(Title of Class of Securities)
US4113491033
(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:
David
Mercado, Esq.
Cravath, Swaine & Moore LLP
Worldwide
Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
________________________
June 25, 2007
(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.
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1.
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Names
of Reporting Persons. Dr.
Adolf Merckle
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I.R.S.
Identification Nos. of above persons (entities only). Not
applicable (natural person)
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2.
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Check
the Appropriate Box If a Member of a Group (See Instructions):
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(a)
[ ]
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(b)
[x]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC, BK |
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6.
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Citizenship
or Place of Organization
Germany
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Number
of
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7. |
Sole
Voting Power
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Shares
Beneficially
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–
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Owned
By
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Each
Reporting
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8. |
Shared
Voting Power
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Person
With
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213,814,700
(See Item 5)
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| 9. |
Sole
Dispositive Power
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10.
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Shared
Dispositive Power
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213,814,700
(See Item 5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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213,814,700
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
29.96% |
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14.
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Type
of Reporting Person (See Instructions)
IN |
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1.
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Names
of Reporting Persons. Ms.
Ruth Merckle
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I.R.S.
Identification Nos. of above persons (entities only). Not
applicable (natural person)
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2.
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Check
the Appropriate Box If a Member of a Group (See Instructions):
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(a)
[ ]
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(b)
[x]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC, BK |
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6.
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Citizenship
or Place of Organization
Germany
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Number
of
|
7. |
Sole
Voting Power
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|
Shares
Beneficially
|
–
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|
Owned
By
|
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Each
Reporting
|
8. |
Shared
Voting Power
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Person
With
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213,814,700
(See Item 5)
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| 9. |
Sole
Dispositive Power
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| – | |||
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10.
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Shared
Dispositive Power
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213,814,700
(See Item 5)
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
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213,814,700
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
29.96% |
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14.
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Type
of Reporting Person (See Instructions)
IN |
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1.
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Names
of Reporting Persons. Mr.
Ludwig Merckle
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I.R.S.
Identification Nos. of above persons (entities only). Not
applicable (natural person)
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2.
|
Check
the Appropriate Box If a Member of a Group (See Instructions):
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(a)
[ ]
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(b)
[x]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC, BK |
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6.
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Citizenship
or Place of Organization
Germany
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Number
of
|
7. |
Sole
Voting Power
|
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|
Shares
Beneficially
|
–
|
||
|
Owned
By
|
|
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|
Each
Reporting
|
8. |
Shared
Voting Power
|
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|
Person
With
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213,814,700
(See Item 5)
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| 9. |
Sole
Dispositive Power
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| – | |||
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10.
|
Shared
Dispositive Power
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|
213,814,700
(See Item 5)
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
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213,814,700
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
|
Percent
of Class Represented by Amount in Row (11)
29.96% |
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14.
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Type
of Reporting Person (See Instructions)
IN |
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1.
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Names
of Reporting Persons. Mr.
Tobias Merckle
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I.R.S.
Identification Nos. of above persons (entities only). Not
applicable (natural person)
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2.
|
Check
the Appropriate Box If a Member of a Group (See Instructions):
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(a)
[ ]
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(b)
[x]
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3.
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SEC
Use Only
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4.
|
Source
of Funds (See Instructions)
WC, BK |
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6.
|
Citizenship
or Place of Organization
Germany
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Number
of
|
7. |
Sole
Voting Power
|
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|
Shares
Beneficially
|
–
|
||
|
Owned
By
|
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|
Each
Reporting
|
8. |
Shared
Voting Power
|
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|
Person
With
|
213,814,700
(See Item 5)
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||
| 9. |
Sole
Dispositive Power
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| – | |||
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10.
|
Shared
Dispositive Power
|
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|
213,814,700
(See Item 5)
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|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
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|
213,814,700
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|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
|
Percent
of Class Represented by Amount in Row (11)
29.96% |
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14.
|
Type
of Reporting Person (See Instructions)
IN |
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1.
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Names
of Reporting Persons. Dr.
Philipp Merckle
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I.R.S.
Identification Nos. of above persons (entities only). Not
applicable (natural person)
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2.
|
Check
the Appropriate Box If a Member of a Group (See Instructions):
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|
(a)
[ ]
|
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|
(b)
[x]
|
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3.
|
SEC
Use Only
|
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4.
|
Source
of Funds (See Instructions)
WC, BK |
||
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
|
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|
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|
|
|
6.
|
Citizenship
or Place of Organization
Germany
|
||
|
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|
|
|
Number
of
|
7. |
Sole
Voting Power
|
|
|
Shares
Beneficially
|
–
|
||
|
Owned
By
|
|
|
|
|
Each
Reporting
|
8. |
Shared
Voting Power
|
|
|
Person
With
|
213,814,700
(See Item 5)
|
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|
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|
||
| 9. |
Sole
Dispositive Power
|
||
| – | |||
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||
|
10.
|
Shared
Dispositive Power
|
||
|
213,814,700
(See Item 5)
|
|||
|
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|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
213,814,700
|
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|
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|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
||
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|
13.
|
Percent
of Class Represented by Amount in Row (11)
29.96% |
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14.
|
Type
of Reporting Person (See Instructions)
IN |
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1.
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Names
of Reporting Persons. Ms.
Jutta Breu (nee Jutta Merckle)
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I.R.S.
Identification Nos. of above persons (entities only). Not
applicable (natural person)
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2.
|
Check
the Appropriate Box If a Member of a Group (See Instructions):
|
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|
(a)
[ ]
|
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|
(b)
[x]
|
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3.
|
SEC
Use Only
|
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4.
|
Source
of Funds (See Instructions)
WC, BK |
||
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
|
||
|
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|
|
|
|
6.
|
Citizenship
or Place of Organization
Germany
|
||
|
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|
|
Number
of
|
7. |
Sole
Voting Power
|
|
|
Shares
Beneficially
|
–
|
||
|
Owned
By
|
|
|
|
|
Each
Reporting
|
8. |
Shared
Voting Power
|
|
|
Person
With
|
213,814,700
(See Item 5)
|
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|
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|
||
| 9. |
Sole
Dispositive Power
|
||
| – | |||
|
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||
|
10.
|
Shared
Dispositive Power
|
||
|
213,814,700
(See Item 5)
|
|||
|
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|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
213,814,700
|
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|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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|
13.
|
Percent
of Class Represented by Amount in Row (11)
29.96% |
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14.
|
Type
of Reporting Person (See Instructions)
IN |
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1.
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Names
of Reporting Persons. Spohn
Cement GmbH
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I.R.S.
Identification Nos. of above persons (entities only). Not
applicable (foreign entity)
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2.
|
Check
the Appropriate Box If a Member of a Group (See Instructions):
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|
(a)
[ ]
|
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|
(b)
[x]
|
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3.
|
SEC
Use Only
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4.
|
Source
of Funds (See Instructions)
OO |
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
|
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|
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|
|
6.
|
Citizenship
or Place of Organization
Germany
|
||
|
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|
Number
of
|
7. |
Sole
Voting Power
|
|
|
Shares
Beneficially
|
–
|
||
|
Owned
By
|
|
|
|
|
Each
Reporting
|
8. |
Shared
Voting Power
|
|
|
Person
With
|
198,114,700
(See Item 5)
|
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|
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|
||
| 9. |
Sole
Dispositive Power
|
||
| – | |||
|
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||
|
10.
|
Shared
Dispositive Power
|
||
|
198,114,700
(See Item 5)
|
|||
|
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
198,114,700
|
|||
|
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|
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
||
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|
13.
|
Percent
of Class Represented by Amount in Row (11)
27.76% |
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14.
|
Type
of Reporting Person (See Instructions)
HC |
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1.
|
Names
of Reporting Persons. HeidelbergCement
AG
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|
I.R.S.
Identification Nos. of above persons (entities only). Not
applicable (foreign entity)
|
|||
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|
2.
|
Check
the Appropriate Box If a Member of a Group (See Instructions):
|
||
|
(a)
[ ]
|
|||
|
(b)
[x]
|
|||
|
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|
3.
|
SEC
Use Only
|
||
|
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|
|
|
|
4.
|
Source
of Funds (See Instructions)
WC, BK |
||
|
|
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
|
||
|
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
Germany
|
||
|
|
|
|
|
|
Number
of
|
7. |
Sole
Voting Power
|
|
|
Shares
Beneficially
|
–
|
||
|
Owned
By
|
|
|
|
|
Each
Reporting
|
8. |
Shared
Voting Power
|
|
|
Person
With
|
198,114,700
(See Item 5)
|
||
|
|
|
||
| 9. |
Sole
Dispositive Power
|
||
| – | |||
|
|
|
||
|
10.
|
Shared
Dispositive Power
|
||
|
198,114,700
(See Item 5)
|
|||
|
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
198,114,700
|
|||
|
|
|
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
||
|
|
|
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
27.76% |
||
|
|
|
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
CO |
||
|
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|
|
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|
|
1.
|
Names
of Reporting Persons. Lehigh
UK Limited
|
||
|
I.R.S.
Identification Nos. of above persons (entities only). Not
applicable (foreign entity)
|
|||
|
|
|
|
|
|
2.
|
Check
the Appropriate Box If a Member of a Group (See Instructions):
|
||
|
(a)
[ ]
|
|||
|
(b)
[x]
|
|||
|
|
|
|
|
|
3.
|
SEC
Use Only
|
||
|
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
OO |
||
|
|
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
|
||
|
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
United
Kingdom
|
||
|
|
|
|
|
|
Number
of
|
7. |
Sole
Voting Power
|
|
|
Shares
Beneficially
|
–
|
||
|
Owned
By
|
|
|
|
|
Each
Reporting
|
8. |
Shared
Voting Power
|
|
|
Person
With
|
700,926
(See Item 5)
|
||
|
|
|
||
| 9. |
Sole
Dispositive Power
|
||
| – | |||
|
|
|
||
|
10.
|
Shared
Dispositive Power
|
||
|
700,926
(See Item 5)
|
|||
|
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
700,926
|
|||
|
|
|
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
||
|
|
|
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.1% |
||
|
|
|
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
CO |
||
|
|
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This Amendment No. 1 amends and supplements the statements on Schedule 13D dated May 30, 2007 filed jointly by (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 Merckle, a citizen of the Federal Republic of Germany, (vii) Spohn Cement GmbH, a corporation incorporated under the laws of the Federal Republic of Germany (“Spohn”), (viii) HeidelbergCement AG, a corporation incorporated under the laws of the Federal Republic of Germany (“HeidelbergCement”) and (ix) Lehigh UK Limited, a company incorporated under the laws of England and Wales (“Lehigh UK”), (collectively, the “Reporting Persons”).
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the ordinary shares, par value £0.10 per share (the “Shares”), including those represented by American Depositary Shares (each of which represents five Shares) (the “ADSs”) of Hanson Plc, a corporation incorporated under the laws of England and Wales (“Hanson”). The ADSs are listed on the New York Stock Exchange (the “NYSE”). The address of Hanson’s principal executive offices is 1, Grosvenor Place, London SW1X 7JH, England.
ITEM 4. PURPOSE OF TRANSACTION
(a), (b), (e), (f), (g), (h), (i) On June 25, 2007, the Scheme Circular (filed as an exhibit hereto) for the recommended acquisition of Hanson by Lehigh UK (the “Scheme Circular”) to be effected by means of a Scheme was publicly released. The Scheme Circular sets forth, among other things, (i) a summary of the terms of the proposals relating to the Scheme, (ii) the recommendations of the boards of HeidelbergCement and Hanson, (iii) conditions to the implementation of the Scheme and the proposals, (iv) financial information of the Hanson group, (v) certain U.S. federal income tax considerations, (vi) notice of the Court Meeting and (vii) notice of the Extraordinary General Meeting.
The information set forth in response to this Item 4 is qualified in its entirety by reference to the Scheme Circular which is filed as an exhibit hereto and is incorporated herein by reference.
Other than as described above, 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The responses to Item 4 hereof, and the agreements and other documents attached as exhibits hereto, are incorporated herein by reference.
Except for the arrangements described in the responses to Item 4 hereof, and the agreements and other documents attached as exhibits hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this statement and between such persons and any other person with respect to any securities of Hanson, 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. | MATERIALS TO BE FILED AS EXHIBITS |
| Exhibit | Description |
| 14 | Scheme Circular for the Recommended Acquisition of Hanson Plc by Lehigh UK |
| Limited. |
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.
| SPOHN CEMENT GMBH, | ||
| Dated: July 6, 2007 | By: |
/s/
WERNER HARDER
|
| Name: Werner Harder | ||
| Title: Managing Director | ||
| HEIDELBERGCEMENT AG, | ||
| Dated: July 6, 2007 | By: |
/s/
DR. BERND SCHEIFELE
|
| Name: Dr. Bernd Scheifele | ||
| Title: Chairman of the Managing | ||
| Board/CEO | ||
| By: |
/s/
DR. LORENZ NAEGER
|
|
| Name: Dr. Lorenz Naeger | ||
| Title: Member of the Managing | ||
| Board/CFO | ||
| LEHIGH UK LIMITED, | ||
| Dated: July 6, 2007 | By: |
/s/
DR. BERND SCHEIFELE
|
| Name: Dr. Bernd Scheifele | ||
| Title: Member of the Board of | ||
| Directors | ||
| Dated: July 6, 2007 | By: |
/s/
ADOLF MERCKLE
|
| Name: Adolf Merckle |
| Dated: July 6, 2007 | By: |
/s/
RUTH MERCKLE
|
| Name: Ruth Merckle |
| Dated: July 6, 2007 | By: |
/s/
TOBIAS MERCKLE
|
| Name: Tobias Merckle |
| Dated: July 6, 2007 | By: |
/s/
DR. PHILIPP MERCKLE
|
| Name: Dr. Philipp Merckle |
| Dated: July 6, 2007 | By: |
/s/
JUTTA MERCKLE
|
| Name: Jutta Merckle |
| Dated: July 6, 2007 | By: |
/s/
LUDWIG MERCKLE
|
| Name: Ludwig Merckle |
| EXHIBIT INDEX | |
| Exhibit | Description |
| 1 | Joint Filing Agreement Pursuant to Rule 13d-1.* |
| 2 | Rule 2.5 Announcement.* |
| 3 | Scheme Co-operation Agreement among Lehigh UK Limited, Hanson Plc and |
| HeidelbergCement AG dated May 15, 2007.* | |
| 4 | GBP 8,750,000,000 and EUR 3,400,000,000 Facilities Agreement for |
| HeidelbergCement AG, arranged by Deutsche Bank AG and the Royal Bank of | |
| Scotland Plc, dated May 14, 2007.* | |
| 5 | Irrevocable Undertaking dated May 14, 2007, by M.W. Welton.* |
| 6 | Irrevocable Undertaking dated May 14, 2007, by A.J. Murray.* |
| 7 | Irrevocable Undertaking dated May 14, 2007, by W.F. Blount.* |
| 8 | Irrevocable Undertaking dated May 14, 2007, by C.J. Brady.* |
| 9 | Irrevocable Undertaking dated May 14, 2007, by G. Dransfield.* |
| 10 | Irrevocable Undertaking dated May 14, 2007, by W.S.H. Laidlaw.* |
| 11 | Irrevocable Undertaking dated May 14, 2007, by J.W. Leng.* |
| 12 | Irrevocable Undertaking dated May 14, 2007, by The Baroness Noakes.* |
| 13 | Irrevocable Undertaking dated May 14, 2007, by P.S. Binning.* |
| 14 | Scheme Circular for the Recommended Acquisition of Hanson Plc by Lehigh UK |
| Limited. | |
| *Previously filed on Schedule 13D on May 30, 2007. | |