UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G*

(Rule 13d-102)

 

 

Information to be included in statements filed pursuant

to rules 13d-1(b), (c) and (d) and amendments thereto filed

pursuant to 13d-2(b)

 

 

U.S. Concrete, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

90333L102

(CUSIP Number)

 

April 28, 2008

(Date of Event which Requires

Filing of this Schedule)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

 

 

(Page 1 of 12 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 

 

 



CUSIP No. 90333L102

 

13G

Page 2 of 12 Pages

 

 

 

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tontine Overseas Associates, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

385,680

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

385,680

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

385,680

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.97%

12

TYPE OF REPORTING PERSON**

IA, OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 3 of 12 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tontine Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,166,352

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,166,352

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,166,352

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.45%

12

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 4 of 12 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tontine Capital Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,166,352

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,166,352

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,166,352

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.45%

12

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 5 of 12 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tontine Capital Associates, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,166,352

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,166,352

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,166,352

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.45%

12

TYPE OF REPORTING PERSON**

IA, PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 6 of 12 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tontine Capital Associates GP, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,166,352

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,166,352

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,166,352

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.45%

12

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 7 of 12 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Jeffrey L. Gendell

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United states

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,552,032

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,552,032

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,552,032

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.42%

12

TYPE OF REPORTING PERSON**

IN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 8 of 12 Pages

 

 

 

Item 1(a).

NAME OF ISSUER.

 

The name of the issuer is U.S. Concrete, Inc. (the "Company").

 

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:.

 

The Company's principal executive offices are located at

2925 Briarpark, Suite 1050,

Houston, Texas 77042

 

Item 2(a).

NAME OF PERSON FILING:

 

This statement is filed by:

 

(i)

Tontine Overseas Associates, L.L.C., a limited liability company organized under the laws of the State of Delaware ("TOA"), which serves as investment manager to Tontine Capital Overseas Master Fund, L.P., a Cayman Islands partnership ("TCO"), with respect to the shares of Common Stock directly owned by TCO;

 

(ii)

Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP") with respect to the shares of Common Stock directly owned by it;

 

(iii)

Tontine Capital Management, L.L.C., a Delaware limited liability company organized under the laws of the State of Delaware ("TCM"), with respect to the shares of Common Stock directly owned by TCP;

 

(iv)

Tontine Capital Associates, L.P., a Delaware limited partnership organized under the laws of the State of Delaware ("TCA"), with respect to the shares of Common Stock directly owned by TCP;

 

(v)

Tontine Capital Associates GP, L.L.C., a Delaware limited liability company, organized under the laws of the State of Delaware ("TCGP"), with respect to the shares of Common Stock directly owned by TCP;

 

(vi)

Jeffrey L. Gendell, a United States citizen ("Mr. Gendell") with respect to the shares of Common Stock directly owned by each of TCO and TCP.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 9 of 12 Pages

 

 

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE:.

 

The address of the business office of each of the Reporting Persons is 55 Railroad Avenue, Greenwich, Connecticut 06830.

 

Item 2(c).

CITIZENSHIP:.

 

See Item 2(a) above.

 

Item 2(d).

TITLE OF CLASS OF SECURITIES:.

 

Common Stock, $0.001 par value (the "Common Stock")

 

Item 2(e).

CUSIP NUMBER:.

 

90333L102

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b) OR 13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

o

Broker or dealer registered under Section 15 of theAct,

(b)

o

Bank as defined in Section 3(a)(6) of the Act,

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

o

Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1 (b)(1)(ii)(F),

(g)

o

Parent Holding Company or control person in accordance with Rule
13d-1 (b)(1)(ii)(G),

(h)

o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Not applicable.

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 10 of 12 Pages

 

 

Item 4.

OWNERSHIP.

 

A.

Tontine Overseas Associates, L.L.C.

 

 

 

(a)

Amount beneficially owned: 385,680

 

 

 

 

(b)

Percent of class: 0.97%

 

 

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 385,680

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 385,680

B.

Tontine Capital Partners, L.P.

 

 

 

(a)

Amount beneficially owned: 2,166,352

 

 

 

(b)

Percent of class: 5.45%

 

 

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 2,166,352

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 2,166,352

C.

Tontine Capital Management, L.L.C.

 

 

 

(a)

Amount beneficially owned: 2,166,352

 

 

 

(b)

Percent of class: 5.45%

 

 

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 2,166,352

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 2,166,352

D.

Tontine Capital Associates, L.P.

 

 

 

(a)

Amount beneficially owned: 2,166,352

 

 

 

(b)

Percent of class: 5.45%

 

 

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 2,166,352

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 2,166,352

E.

Tontine Capital Associates GP, L.L.C.

 

 

 

(a)

Amount beneficially owned: 2,166,352

 

 

 

(b)

Percent of class: 5.45%

 

 

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 2,166,352

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 2,166,352

F.

Jeffrey L. Gendell

 

 

 

(a)

Amount beneficially owned: 2,552,032

 

 

 

(b)

Percent of class: 6.42%

 

 

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: 2,552,032

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: 2,552,032

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 11 of 12 Pages

 

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

Not applicable.

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

TCM, the general partner of TCP, shares the power to direct the affairs of TCP, including decisions respecting the disposition and voting of the shares of the Company owned by TCP. TCA, the management company to TCP, shares the power to direct the disposition and voting of the shares of the Company owned by TCP. TCGP, the general partner of TCA, has the power to direct the affairs of TCA. TOA, the management company to TCO, has the power to direct the disposition and voting of the shares of the Company owned by TCO. Mr. Gendell is the managing member of TCM, TOA and TCGP, and in that capacity directs their operations.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

See Item 2.

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

Item 10.

CERTIFICATION.

 

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

 

CUSIP No. 90333L102

 

13G

Page 12 of 12 Pages

 

 

SIGNATURES

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

Dated: May 7, 2008

 

 

/s/ JEFFREY L. GENDELL

 

Jeffrey L. Gendell, individually, and as

 

managing member of

 

Tontine Capital Management, L.L.C.,

 

general partner of

 

Tontine Capital Partners, L.P. and as

 

managing member of

 

Tontine Capital Associates GP, L.L.C.,

 

general partner of

 

Tontine Capital Associates, L.P. and as

 

managing member of

 

Tontine Overseas Associates, L.L.C.