SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-12
U.S. CONCRETE, INC.
-------------------
(Name of Registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
April 18, 2002
Dear Stockholder:
On behalf of the Board of Directors, we invite you to attend the 2002 Annual
Meeting of Stockholders of U.S. Concrete, Inc. We will hold the meeting at 9:00
a.m., Central Time, on Thursday, May 16, 2002, at the Hilton Houston Westchase &
Towers, 9999 Westheimer Road, Houston, Texas.
On the following pages you will find the Notice of Annual Meeting of
Stockholders and Proxy Statement giving information concerning the matters to be
acted on at the meeting. Our Annual Report to Stockholders describing U.S.
Concrete's operations during the year ended December 31, 2001 is enclosed.
We hope you will be able to attend the meeting in person. Whether or not you
plan to attend, please take the time to vote by completing and returning your
proxy card in the enclosed envelope before the meeting. If you attend the
meeting, you may, if you wish, revoke your proxy and vote in person.
Thank you for your interest in U.S. Concrete.
Sincerely,
/s/ Vincent D. Foster /s/ Eugene P. Martineau
Vincent D. Foster Eugene P. Martineau
Chairman of the Board President and Chief Executive Officer
U.S. CONCRETE, INC.
2925 Briarpark, Suite 500, Houston, Texas 77042
______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Thursday, May 16, 2002
______________
To the Stockholders of U.S. Concrete, Inc.:
The Annual Meeting of Stockholders of U.S. Concrete, Inc. will be held on
Thursday, May 16, 2002, at 9:00 a.m. local time at the Hilton Houston Westchase
and Towers, 9999 Westheimer Road, Houston, Texas. At the meeting, we will ask
you to consider and take action on the following:
(1) election of three Class III directors as members of the Board of
Directors of U.S. Concrete to serve until the 2005 Annual Meeting of
Stockholders or until their successors have been duly elected and
qualified (Proposal No. 1); and
(2) transaction of any other business that may properly come before the
annual meeting or any adjournment or postponement of the meeting.
We are sending this notice and the attached proxy statement to our
stockholders on or about April l8, 2002. Our Board of Directors has set the
close of business on April 5, 2002 as the record date for determining
stockholders entitled to receive notice and vote at the annual meeting. A list
of all stockholders entitled to vote is available for inspection during normal
business hours at our principal offices at 2925 Briarpark, Suite 500, Houston,
Texas 77042. This list also will be available at the meeting.
Your vote is very important. Whether or not you plan to attend the annual
meeting, we encourage you to read the proxy statement. Further, to be sure your
vote counts and assure a quorum, please vote, sign, date and return the enclosed
proxy card whether or not you plan to attend the meeting.
By Order of the Board of Directors
/s/ Donald C. Wayne
Donald C. Wayne
Vice President, Corporate Secretary and General Counsel
Houston, Texas
April 18, 2002
U.S. CONCRETE, INC.
PROXY STATEMENT
FOR 2002 ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT
THE MEETING AND VOTING
Q: What am I being asked to vote on?
A: We are asking you to vote on the following:
. the election of three members to our Board of Directors to serve
until 2005; and
. any other business that may properly come before the meeting or
any adjournment or postponement of the meeting.
Q: Who may vote?
A: All stockholders of record as of the close of business on April 5,
2002, are entitled to vote. Holders of our common stock are entitled
to one vote per share. As of April 5,2002,26,768,018 shares of our
common stock were outstanding and entitled to vote.
Q: Who may attend the meeting?
A: All stockholders as of the record date, or their duly appointed
proxies, may attend the meeting.
Q: How do I vote?
A: You may vote in two ways:
. you may come to the annual meeting and cast your vote in person; or
. you may vote by signing and returning the enclosed proxy card. If you
do, the persons named on the card will vote your shares in the manner
you indicate.
Q: Who is soliciting my proxy?
A: U.S. Concrete is soliciting your proxy on behalf of its Board of
Directors.
Q: What happens if I do not indicate how I wish to vote on one or more of
the proposals?
A: If you return your signed proxy card, but do not indicate how you wish
to vote, the persons named as proxies will vote your shares FOR election
of all the nominees for director (Proposal No. 1). We are unaware of any
other matters that may come before the annual meeting. If they do, the
proxy holders will vote the proxies according to their best judgment.
Q: What if I vote by proxy and then change my mind?
A: You can revoke your proxy at any time before the annual meeting by:
. writing to U.S. Concrete's Secretary at the mailing address in
the answer to the last question on the next page;
. delivering a properly executed proxy dated after the date of the proxy
you want to revoke; or
. attending the annual meeting and casting your vote in person.
Q: When did U.S. Concrete first distribute this proxy statement and the
accompanying form of proxy to stockholders?
A: We first distributed this proxy statement and the accompanying form of
proxy to our stockholders on or about April 18, 2002.
Q: What constitutes a quorum?
A: The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of common stock entitled to vote at the meeting
constitutes a quorum. We need a quorum of stockholders to hold a valid
annual meeting. If you have properly signed and returned your proxy
card, you will be considered part of the quorum. We will count
abstentions and broker non-votes as present for the purpose of
establishing a quorum. A broker non-vote occurs when a broker votes on
some matters on the proxy card, but not on others because the broker
1
does not have the authority to do so. If a quorum is not present, the
chairman or the holders of a majority of the shares of common stock
present in person or by proxy at the annual meeting may adjourn the
meeting, without notice other than an announcement at the meeting, until
the required quorum is present.
Q: What vote is required for the election of directors at the annual
meeting?
A: Directors are elected by a plurality of the shares of common stock
present in person or by proxy and voting at the meeting in the election
of directors. Abstentions and broker non-votes will have no effect on
the vote for directors.
Q: Who will count the votes?
A: Representatives of American Stock Transfer & Trust Company will tabulate
the votes.
Q: What shares are included on the proxy card?
A: The shares listed on your card represent all the shares of common stock
held in your name, as distinguished from shares held by a broker in
"street" name. You will receive a separate card from your broker if you
hold shares in "street" name.
Q: What does it mean if I get more than one proxy card?
A: It indicates that your shares are held in more than one account, such as
two brokerage accounts, and are registered in different names. You
should vote each of the proxy cards to ensure that all your shares are
voted.
Q: What is U.S. Concrete's mailing address?
A: Our mailing address is U.S. Concrete, Inc., 2925 Briarpark, Suite 500,
Houston, Texas 77042.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership of our common stock
as of April 5,2002 by (1) each person we know who beneficially owns more than 5%
of the outstanding shares of our common stock, (2) each of our directors, (3)
our chief executive officer and each of our other executive officers the summary
compensation table in this proxy statement names and (4) all our directors and
executive officers as a group. Unless otherwise indicated in the footnotes
below, the address of all these persons is c/o U.S. Concrete, Inc., 2925
Briarpark, Suite 500, Houston, Texas 77042.
Shares of Common Stock
Beneficially Owned
------------------
Name Number Percent
---- ------ -------
Robert S. Walker(1) 2,244,338 8.38%
Wellington Management Company, LLP(2) 1,685,200 6.29%
Geocapital, LLC(3) 1,673,365 6.25%
Robert S. Beall(4) 1,398,510 5.22%
William T. Albanese(5) 1,372,324 5.12%
Strong Capital Management, Inc.(6) 1,344,610 5.02%
Neil J. Vannucci(7) 870,667 3.25%
Eugene P. Martineau(8) 595,931 2.21%
Vincent D. Foster(9) 557,223 2.08%
Michael D. Mitschele(10) 432,279 1.61%
Michael W. Harlan(11) 360,213 1.34%
Murray S. Simpson(12) 85,353 *
Donald C. Wayne(13) 64,829 *
John R. Colson(14) 55,000 *
T. William Porter(15) 19,206 *
Directors and executive officers as a group 6,756,247 24.62%
(12 persons)(16)
____________________
* Less than 1%
(1) Includes options to purchase 5,000 shares of common stock and 2,239,338
shares deemed beneficially owned by Mr. Walker as co-trustee of the Walker
Family Trust and as general partner of Karob, L.P.
(2) Based solely on a Schedule 13G filed with the SEC on February 12, 2002.
This stockholder's address is 75 State Street, Boston, Massachusetts 02109.
(3) Based solely on a Schedule 13G filed with the SEC on February 12, 2002.
This stockholder's address is 835 Third Avenue, New York, New York 10022.
(4) Based solely on a Schedule 13G filed with the SEC on February 7, 2002.
Includes options to purchase 2,500 shares of common stock.
(5) Includes options to purchase 18,750 shares of common stock and 1,353,574
shares deemed beneficially owned by Mr. Albanese as co-trustee of the
William T. Albanese 1981 Trust and as the manager of WTA Investments, LCC.
(6) Based solely on a Schedule 13G filed with the SEC on February 14, 2002.
This stockholder's address is 100 Heritage Reserve, Menomonee Falls,
Wisconsin 53051.
(7) Includes options to purchase 5,000 shares of common stock.
(8) Includes options to purchase 238,750 shares of common stock.
(9) Includes options to purchase 57,500 shares of common stock, 105,784 shares
owned by Main Street Equity Ventures II, L.P., a merchant banking firm of
which Mr. Foster is a senior managing director, 10,000 shares over which
Messrs. Foster and Colson share voting and dispositive power and 300 shares
deemed beneficially owned by Mr. Foster as custodian under the Texas
Uniform Gifts to Minors Act. Mr. Foster disclaims beneficial ownership of
the 105,784 shares Main Street Equity Ventures II, L.P. owns.
(10) Includes options to purchase 3,750 shares of common stock.
(11) Includes options to purchase 181,250 shares of common stock and 50,000
shares Mr. Harlan owns as trustee of the Michael and Bonnie Harlan 1996
Trust.
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(12) Includes 30,591 shares owned by the Cora S. Simpson 1990 Trust of which Mr.
Simpson's wife serves as trustee, 34,762 shares deemed beneficially owned
by Mr. Simpson as trustee of the Murray S. Simpson 1990 Trust and options
to purchase 20,000 shares of common stock. Mr. Simpson disclaims beneficial
ownership of the 30,591 shares the Cora S. Simpson 1990 Trust owns.
(13) Includes options to purchase 59,250 shares of common stock.
(14) Includes options to purchase 20,000 shares of common stock and 10,000
shares over which Messrs. Colson and Foster share voting and dispositive
power.
(15) Includes options to purchase 7,206 shares of common stock.
(16) Includes options to purchase 675,706 shares of common stock.
All persons listed have sole voting and investment power with respect to
their shares unless otherwise indicated. The number of shares and percentage of
ownership for each person listed and for the directors and executive officers as
a group assumes that shares of common stock that those persons may acquire
within 60 days are outstanding, unless otherwise indicated.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board currently consists of ten members. Our certificate of
incorporation divides our Board into three classes (Class I, Class II and Class
III), having staggered terms of three years each. The present term of office of
the directors in Class III will expire at this annual meeting.
The Board has nominated William T. Albanese, Robert S. Walker and
Murray S. Simpson, three of the four Class III directors who serve on the Board,
as nominees for re-election at the annual meeting. The fourth current Class III
director, Neil J. Vannucci, has elected to retire from the Board on expiration
of his term of office at the annual meeting. At that time the number of
positions on the Board will be reduced from ten to nine and the number of Class
III directors will be reduced to three. The respective terms of our current
directors and nominees for director expire on the dates set forth below.
Information regarding their ages and backgrounds also is set forth below.
If a quorum is present, the election of any director requires the
favorable vote of the holders of a plurality of the shares of common stock
present and voting, in person or by proxy, at the annual meeting. Any
abstentions or broker non-votes will not affect the vote. If you properly sign
and return the enclosed proxy, and unless you withhold authority to vote for one
or more of the nominees, the persons named as proxies will vote FOR the election
of the nominees listed below. We do not expect that any of the nominees will
refuse or be unable to act as a director of U.S. Concrete for the term
specified. If, however, any nominee becomes unable or unwilling to serve as a
director prior to the vote, the persons named as proxies intend to vote the
proxy shares for the election of any other person the Board of Directors may
designate.
Nominees as Class III Directors
for election for terms expiring
at the 2005 Annual Meeting Age Position(s) Held
-------------------------- --- ----------------
William T. Albanese 58 Director and President of Central
Concrete Supply Co., Inc.
Murray S. Simpson 64 Director
Robert S. Walker 58 Director
4
Class II Directors whose terms expire
at the 2004 Annual Meeting Age Position(s) Held
-------------------------- --- ----------------
John R. Colson 54 Director
Vincent D. Foster 45 Director and Chairman of the
Board
Michael D. Mitschele 45 Director and President of USC
Atlantic, Inc.
Class I Directors whose terms expire
at the 2003 Annual Meeting Age Position(s) Held
-------------------------- --- ----------------
Michael W. Harlan 41 Director, Senior Vice
President and Chief Financial
Officer
Eugene P. Martineau 62 Director, Chief Executive
Officer and President
T. William Porter 60 Director
William T. Albanese has served as one of our directors since May 1999 and
has served as President of Central Concrete Supply Co., Inc., one of our
subsidiaries, since 1987. Previously, he served in various other capacities for
Central since 1966.
Murray S. Simpson has served as one of our directors since May 1999. From
1975 until 1991, Mr. Simpson served as President and Chief Executive Officer of
Super Concrete Corporation. Following that company's merger with British
construction materials producer Evered, plc, which is now known as Aggregate
Industries, plc, Mr. Simpson served in various roles, including Executive Vice
President, Corporate Development, for its United States operations and Director
and Counsel for its mid-Atlantic area subsidiary, Bardon, Inc. Mr. Simpson has
served on the board of directors of the National Ready-Mixed Concrete
Association, the industry's largest trade organization, for 20 years and as
chairman of the board from 1997 to 1998. He has also served as a director of the
National Aggregates Association.
Robert S. Walker has served as one of our directors since May 1999 and
served as Executive Vice President of Central from May 1999 to December 2000.
From 1965 until May 1999, Mr. Walker served as President of Walker's Concrete,
Inc., a company we acquired in May 1999 that subsequently merged into Central.
He is currently a real estate developer.
John R. Colson has served as one of our directors since May 1999 and has
served as Chief Executive Officer of Quanta Services, Inc. since December 1997.
From 1991 to February 1998, he served as President of PAR Electrical
Contractors, Inc., a company that Quanta Services, Inc. acquired in February
1998. Mr. Colson is also a director of Quanta Services, Inc.
Vincent D. Foster has served as one of our directors since August 1998
and became nonexecutive Chairman of the Board of Directors in May 1999. Mr.
Foster is a Senior Managing Director of Main Street Equity Ventures II, L.P., a
merchant banking firm. Since February 1998, Mr. Foster has served as
nonexecutive Chairman of the Board of Directors of Quanta Services, Inc., an
electrical and telecommunications contracting company. From September 1998
through October 1997, Mr. Foster was a partner of Andersen Worldwide and Arthur
Andersen LLP, where he served as the director of the corporate finance practice
and the mergers and acquisitions practice in the southwestern United States. Mr.
Foster specialized in structuring and executing "roll-up" transactions and in
providing merger and acquisition and corporate finance advisory services to
clients in consolidating industries. Mr. Foster is also a director of Carriage
Services, Inc., a death-care company.
Michael D. Mitschele has served as one of our directors since May 1999 and
has served as President of USC Atlantic, Inc., one of our subsidiaries, since
December 2001. Previously, he served as President of Baer Concrete,
Incorporated, now known as Eastern Concrete Materials, Inc., one of our
subsidiaries, from 1986 to November 2001, where he also served in various other
capacities since 1972. Mr. Mitschele is a founding board member of the New
Jersey Concrete and Aggregate Association. He has served as a member of the
NRMCA for over 20 years and has held several
5
leadership positions with it, including service as a member of its board of
directors for two terms, and Chairman of its membership committee and visionary
leadership taskforce and service on its financial management committee.
Michael W. Harlan has served as our Senior Vice President and Chief
Financial Officer since September 1998 and as one of our directors since March
1999. Mr. Harlan also served as our Secretary from September 1998 to August
1999. Mr. Harlan served as Senior Vice President and Chief Financial Officer
of Apple Orthodontix, Inc., an orthodontic practice management company, from
March 1997 to August 1998. From December 1996 to February 1997, Mr. Harlan
served as a consultant to Apple Orthodontix on financial and accounting matters.
In January 2000, approximately 17 months after Mr. Harlan departed from Apple
Orthodontix, Apple Orthodontix filed a voluntary case under chapter 11 of the
federal bankruptcy code. From April 1991 through December 1996, Mr. Harlan held
various positions in the finance and acquisitions departments, including
Treasurer from September 1993 to December 1996, of Sanifill, Inc., a publicly
traded international environmental services company that USA Waste Services,
Inc. acquired in 1996. From May 1982 through April 1991, he held various
positions in the tax and corporate financial consulting services division of
Arthur Andersen LLP, where he had been a manager since July 1986. Mr. Harlan is
also a director of Waste Connections, Inc., a solid waste services company.
Eugene P. Martineau has served as our Chief Executive Officer and President
since September 1998 and as one of our directors since March 1999. Mr. Martineau
has over 30 years of experience in the concrete industry. From 1992 until
joining us, he served as Executive Vice-President for the Concrete Products
Group of Southdown, Inc., a publicly traded, integrated cement and ready-mixed
concrete company that Cemex S.A. de C.V. acquired in November 2000. From April
1990 through March 1992, Mr. Martineau served as Vice President and General
Manager of Southdown's Florida Mining and Materials. Prior to March 1992, Mr.
Martineau held various executive management positions with Allied Ready Mix,
Inc., Ready Mix Concrete Company, the Lehigh Portland Cement Company and Allied
Products Company. Mr. Martineau has served as a director of the NRMCA since
January 2000 and also served as a director and member of the Executive Committee
of the NRMCA from 1996 until May 1999. He served as chairman of the NRMCA's
Promotion Committee from 1997 through March 1999. From 1994 through 1997, Mr.
Martineau served as the National Director of RMC 2000, a program that has been
adopted by the NRMCA to promote ready-mixed concrete as a building and paving
material and improve the overall image of the ready-mixed concrete industry.
T. William Porter has served as one of our directors since September 2001.
Mr. Porter is the Chairman of Porter & Hedges, L.L.P., a Houston, Texas law
firm, of which Mr. Porter has been a partner since its founding in 1981. Mr.
Porter is also a director of Gundle/SLT Environmental, Inc., a geosynthetic
lining products company, and Metals USA, Inc., a metals processing and
distribution company.
Your Board recommends a vote "for" the election of each of the three
persons nominated for election as Class III directors.
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INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND COMMITTEES
Director Meetings
Our Board met three times and took action by unanimous written consent on
four occasions during 2001. Our Board has standing audit, compensation and
nominating committees. During 2001, each member of the Board then in office
attended at least 75% of the aggregate number of meetings of the Board and any
committee of the Board on which he served.
Audit Committee
The audit committee, which met five times during 2001, consists of Messrs.
Colson, Simpson and Foster. Prior to his resignation from the Board in June
2001, Peter T. Dameris served as a member of the audit committee. Mr. Dameris
was subsequently replaced by Mr. Foster. The audit committee is governed by a
charter that it has adopted. We attached a copy of that charter to the proxy
statement for our 2001 Annual Meeting of Stockholders. You can obtain a copy of
that charter by making a request for a copy to our Corporate Secretary. U.S.
Concrete's securities are listed on the Nasdaq National Market and are governed
by the listing standards of the National Association of Securities Dealers (the
"NASD"). Each member of the audit committee is independent as defined by our
policy and the NASD's listing standards. The audit committee's role is one of
financial oversight. Our management is responsible for preparing our financial
statements, and our independent auditors are responsible for auditing those
financial statements. The audit committee is not providing any expert or special
assurance as to our financial statements or any professional certification as to
the independent auditor's work. The following functions are the key
responsibilities of the audit committee in carrying out its oversight:
. recommending the appointment of our independent auditors to the Board of
Directors;
. reviewing the scope of the independent auditors' examination and, at the
conclusion of that examination, reviewing the results of the audit,
including any comments or recommendations of the independent auditors;
. reviewing our financial policies and accounting systems and controls and
our audited and interim unaudited financial statements;
. preparing a report for inclusion in our proxy statement regarding its
review of our audited financial statements, including a statement on
whether it recommended that the Board include those financial statements
in our annual report on Form 10-K for that year;
. approving and ratifying the duties and compensation of our independent
auditors, both for audit and non-audit services; and
. reviewing and assessing, on an annual basis, the adequacy of the audit
committee's charter and recommending revisions to the Board.
The audit committee meets separately with the independent auditors to provide an
open avenue of communication. The audit committee and the Board of Directors are
ultimately responsible for the selection, evaluation and replacement of the
independent auditors.
Compensation Committee
The compensation committee, which met once and took action by unanimous
written consent on 21 occasions during 2001, consists of Messrs. Foster, Porter
and Colson. The actions taken by unanimous written consent primarily related to
option grants in connection with newly acquired businesses and newly hired
employees. Prior to his resignation from the Board in June 2001, Mr. Dameris
served as a member of the compensation committee. Mr. Dameris was subsequently
replaced by Mr. Porter on his election to the Board in September 2001. The
compensation committee:
7
. administers our incentive compensation plans; and
. determines salaries for executive officers and incentive compensation
for senior employees and other key management personnel.
For additional information, see "Report of the Compensation Committee Regarding
Executive Compensation."
Nominating Committee
The nominating committee, which met once and took action by unanimous
written consent once during 2001, consists of Messrs. Simpson, Walker,
Mitschele and Porter. Prior to his resignation from the Board in June 2001, Mr.
Dameris served as a member of the nominating committee. Mr. Dameris was
subsequently replaced by Mr. Porter on his election to the Board in September
2001. The nominating committee:
. interviews and evaluates new candidates for director of U.S. Concrete;
. recommends to the full Board all nominees for election to the Board by
our stockholders; and
. recommends directors to be elected by the Board to fill vacancies on the
Board.
The nominating committee will consider nominees stockholders recommend.
Stockholders may submit nominations to the nominating committee in care
of Corporate Secretary, U.S. Concrete, Inc., 2925 Briarpark, Suite 500, Houston,
Texas 77042.
As to each person a stockholder proposes to nominate for election as a
director, our bylaws provide that the nomination notice must (1) include the
name, age, business address and principal occupation or employment of that
person, the number of shares of common stock that person owns beneficially or of
record and any other information relating to that person that Section 14 of the
Securities Exchange Act of 1934 and the related SEC rules and regulations
require, and (2) be accompanied by the written consent of the person that
stockholder proposes to nominate for election as a director to be named in the
proxy statement as a nominee and to serve as a director if elected. The
nomination notice must also include, as to that stockholder and that beneficial
owner, if any, of common stock on whose behalf that stockholder is making the
nomination or nominations:
. the name and address of that stockholder, as they appear on U.S.
Concrete's books and the name and address of that beneficial owner;
. the number of shares of common stock which that stockholder and that
beneficial owner each owns beneficially or of record;
. a description of all arrangements and understandings between that
stockholder or that beneficial owner and each proposed nominee of that
stockholder and any other person or persons (including their names)
pursuant to which that stockholder will make the nomination(s);
. a representation by that stockholder that he or she intends to appear in
person or by proxy at that meeting to nominate the person(s) named in
that nomination notice; and
. any other information relating to that stockholder and that beneficial
owner that Section 14 of the Securities Exchange Act of 1934 and the
related SEC rules and regulations require.
To be timely for consideration at our 2003 annual meeting, our corporate
secretary must receive a stockholder's nomination notice at our principal
executive offices, 2925 Briarpark, Suite 500, Houston, Texas 77042, no earlier
than November 17, 2002 and no later than the close of business on February 15,
2003.
Director Compensation
We pay to each of our nonemployee directors fees of $1,000 for each Board
meeting and $500 for each Board committee meeting the director attends, unless
the committee meeting is held on the same day as a Board meeting. We also
periodically grant nonemployee directors options to purchase shares of common
stock under our 1999 Incentive Plan. We do not pay any additional compensation
to our employees for serving as directors, but we reimburse all directors for
out-of-pocket expenses they incur in connection with attending Board and Board
committee meetings or otherwise in their capacity as directors. For a discussion
of additional compensation we have paid to Mr. Foster, the Chairman of our
Board, see "Certain Transactions -Transactions Involving Certain Officers,
Directors and Stockholders."
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EXECUTIVE OFFICERS AND KEY EMPLOYEES
The following table provides information about our current executive
officers and key employees:
Name Age Position(s) held
---- --- ----------------
Eugene P. Martineau 62 Director, Chief Executive Officer and President
Michael W. Harlan 41 Director, Senior Vice President and Chief Financial Officer
William T. Albanese 58 Director and President of Central Concrete Supply Co., Inc.
Michael D. Mitschele 45 Director and President of USC Atlantic, Inc.
Raymond C. Turpin 64 Vice President - Technical Affairs *
Terry Green 54 Vice President - Operational Integration *
Charles W. Sommer 37 Vice President and Controller
Donald C. Wayne 35 Vice President, Secretary and General Counsel
________________
* Key employee.
For a description of the business backgrounds of Messrs. Martineau, Harlan,
Albanese and Mitschele, see "Election of Directors" above.
Raymond C. Turpin has served as our Vice President - Technical Affairs
since January 2001. From January 2000 through January 2001 he served as our
Vice President - Technical Marketing and Development. Mr. Turpin has over 35
years of experience in the construction materials industry. From 1988 until
joining us, he was Director of Technical Service and New Product Development of
Blue Circle Cement, North America, a producer and supplier of cement to the
construction industry that Lafarge S.A. acquired in July 2001. From 1984 until
1988, Mr. Turpin served as Technical Director of Williams Brothers Concrete,
which Blue Circle Cement acquired in 1986, supervising the manufacture of
chemical admixtures for concrete. From 1972 until 1984, Mr. Turpin was self
employed as a consultant to the concrete industry, and during that time
developed two patents relating to the use of fly ash in concrete.
Terry Green has served as our Vice President - Operational Integration
since May 1999. Mr. Green has managed the operations of ready-mixed concrete
producers and other transportation-related businesses for over 20 years. From
August 1998 until May 1999, he served as Vice President of Maintenance for
Armellini Express Lines, Inc. From January 1989 until June 1998, Mr. Green
served as Director of Maintenance, Equipment and Purchasing for the concrete
products division of Southdown, Inc. From 1980 until 1989, Mr. Green held
various positions with Kraft, Inc., serving as Private Fleet Operations Manager
from 1988 until 1989.
Charles W. Sommer has served as our Corporate Controller since March 1999
and as Vice President since June 1999. From February 1997 through March 1999, he
was Corporate Controller of Apple Orthodontix, Inc., an orthodontic practice
management company. In January 2000, Apple Orthodontix filed a voluntary case
under chapter 11 of the federal bankruptcy code. From February 1996 through
January 1997, he was the Corporate Controller of Metamor Worldwide, Inc. From
November 1993 through February 1996, Mr. Sommer was Assistant Corporate
Controller of Sanifill, Inc., and from July 1986 through November 1993, he held
various positions in the audit division of Arthur Andersen LLP, where he had
been a manager since July 1990.
Donald C. Wayne has served as our Vice President and General Counsel since
May 1999 and as our Secretary since August 1999. From October 1994 until joining
us, Mr. Wayne served as an attorney with the law firm of Akin, Gump, Strauss,
Hauer & Feld, L.L.P.
9
EXECUTIVE COMPENSATION AND OTHER MATTERS
Summary Compensation Table
The following table sets forth the compensation we paid during 1999, 2000
and 2001 to our chief executive officer and our four other most highly
compensated executive officers in 2001 (the "named executive officers").
Annual Compensation(1) Long-Term Compensation
--------------------- ----------------------
Name and All Other
Principal Position Year Salary Bonus(2) Shares Underlying Options Compensation (3)
--------------------- ---- ------ -------- ------------------------- ---------------
Eugene P. Martineau
President, Chief 2001 $ 274,395 $ 483,675 100,000 $183,784(4)
Executive Officer 2000 185,416 - 90,000 70,939(5)
and Director 1999 137,500 - 225,000 -
Michael W. Harlan
Senior Vice
President, Chief 2001 204,227 347,725 60,000 135,971(6)
Financial Officer 2000 167,708 - 70,000 4,469
and Director 1999 137,500 - 175,000 -
William T. Albanese 2001 218,750 114,710 25,000 8,500
President of Central 2000 200,000 - 25,000 8,305
and Director 1999 116,667(7) - - -
Michael D. Mitschele
President of USC 2001 164,977 85,950 15,000 6,782
Atlantic and 2000 100,000 - - 4,387
Director 1999 60,096(8) - - 1,515
Donald C. Wayne
Vice President, 2001 133,271 73,115 15,001 114,057(9)
Secretary and 2000 117,789 - 15,000 5,250
General Counsel 1999 67,206(10) 5,000 65,000 23,000(11)
___________________
(1) Excludes the value of perquisites and other personal benefits for each of
the named executive officers because the aggregate amounts did not exceed
10% of the total annual salary and bonus reported for any named executive
officer.
(2) The amount shown in 2001 for each named executive officer includes (a) cash
and the fair market value of shares of our common stock that we granted
effective April 10, 2001 in recognition of the overall contribution he made
to our various capital raising initiatives and (b) cash that we paid in 2002
and the fair market value of shares of our common stock that we granted in
2002 under our bonus plan for services he performed in 2001. The following
table summarizes these amounts:
April 10, 2001 2001 Bonus Awards
Incentive Compensation Made on February 28, 2002
----------------------------------------------------------
Grant Date Fair Grant Date Fair
Market Value of Market Value of
Shares of Shares of
Executive Officer Cash Common Stock Cash Common Stock Total
---------------- ---- ------------ ---- ------------ -----
Eugene P. Martineau $93,470 $140,205 $125,000 $125,000 $483,675
Michael W. Harlan 79,090 118,635 75,000 75,000 347,725
William T. Albanese 25,884 38,826 50,000 - 114,710
Michael D. Mitschele 14,380 21,570 50,000 85,950
Donald C. Wayne 24,446 36,669 12,000 - 73,115
10
The amounts shown in the cash column under April 10, 2001 Incentive
Compensation represent estimated taxes payable by each executive officer on
the cash and shares of common stock that we granted effective as of that
date. The amounts shown in the cash column under 2001 Bonus Awards Made on
February 28, 2002 for Messrs. Martineau and Harlan represent estimated
taxes payable by each of them on the shares of our common stock that we
granted effective as of that date and the forgiveness of the loans
described in footnotes (4) and (6) below.
(3) Unless otherwise provided in a separate footnote, the amounts in this
column represent matching contributions to the 401(k) plan account of such
named executive officers.
(4) The amount shown includes the forgiveness of a $175,000 loan U.S. Concrete
previously extended to Mr. Martineau, $8,500 in matching contributions to
Mr. Martineau's 401(k) plan account and $284 paid for unused vacation in
2000.
(5) The amount shown represents $7,083 in matching contributions to Mr.
Martineau's 401(k) plan account and a $63,856 relocation expense
reimbursement.
(6) The amount shown includes the forgiveness of a $125,000 loan U.S. Concrete
previously extended to Mr. Harlan, $8,500 in matching contributions to Mr.
Harlan's 401(k) plan account and $2,471 paid for unused vacation in 2000.
(7) The amount shown represents Mr. Albanese's compensation from May 28, 1999,
the beginning date of his employment with us, through December 31, 1999.
(8) The amount shown represents Mr. Mitschele's compensation from May 28, 1999,
the beginning date of his employment with us, through December 31, 1999.
(9) The amount shown includes $8,500 in matching contributions to Mr. Wayne's
401(k) plan account and $5,557 paid for unused vacation in 2000.
(10) The amount shown represents Mr. Wayne's compensation from May 24, 1999, the
beginning date of his employment with us, through December 31, 1999.
(11) The amount shown represents compensation for relocation expenses.
Option Grants in Last Fiscal Year
The following table sets forth information regarding stock options we
granted during 200 1 to each of the named executive officers:
Individual Grants
----------------------------------------------------------
Potential Realizable
Value
Percentage at Assumed Annual Rates
Number of of of Stock Price
Shares Total Appreciation
Underlying Options Exercise for Option Term(4)
Options Granted in Price (Per Expiration ---------------------
Name Granted (1) 2001 (2) Share) (3) Date 5% 10%
---- ----------- -------- ---------- ---------- --------- ----------
Eugene P. Martineau 100,000 8.97% $7.00 3/15/11 $ 440,226 $1,115,620
Michael W. Harlan 60,000 5.38 7.00 3/15/11 264,136 669,372
William T. Albanese 25,000 2.24 7.00 3/15/11 110,057 278,905
Michael D. Mitschele 15,000 1.35 7.00 3/15/11 66,034 167,343
Donald C. Wayne 15,000 1.35 7.00 3/15/11 66,034 167,343
_____________________
(1) The options become exercisable in annual increments of 25% beginning on the
first anniversary of the grant date and expire 10 years from the grant date
or earlier on termination of employment.
(2) Based on an aggregate of 1,114,432 shares subject to options granted in
2001 to our employees, directors and consultants, including the named
executive officers.
(3) We granted options at an exercise price at least equal to the fair market
value of our common stock on the grant date.
(4) The potential realizable value assumes an annual rate of appreciation of 5%
and 10% for 10 years. Actual gains, if any, will depend on the future
performance of our common stock.
11
Stock Option Exercises and 2001 Year-End Option Values
The following table details the number and value of securities underlying
unexercised options held by the named executive officers at December 31, 2001.
No options were exercised by the named executive officers during 2001.
Number of Shares Underlying Value of Unexercised In-the-
Unexercised Options at Money Options at
December 31, 2001 December 31, 2001 (1)
------------------------------- --------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ------------- --------------- ------------- ---------------
Eugene P. Martineau................. 135,000 280,000 - -
Michael W. Harlan................... 105,000 200,000 - -
William T. Albanese................. 6,250 43,750 - -
Michael D. Mitschele................ - - - -
Donald C. Wayne..................... 36,250 58,750 - -
_____________
(1) Based on the closing price of $6.60 for our common stock on the Nasdaq
Stock Market on December 31, 200l.
Employment Agreements
Effective May 28, 1999, we entered into employment agreements with
Messrs. Martineau, Harlan, Albanese, Mitschele and Wayne. Each of these
agreements:
. provides for an annual minimum base salary; and
. entitles the employee to participate in all our compensation plans in
which our executive officers participate.
Each agreement is subject to an automatic daily extension that provides
for a continuous one-year term, subject to the right of either party to
terminate the employee's employment at any time. If we terminate that employment
without cause or the employee terminates that employment for good reason, we
generally must pay to the employee monthly for one year following the date the
notice of termination is given, the amount equal to one-twelfth of the
employee's average annual cash compensation during the two years preceding the
date the notice of termination is given. In the case of Mr. Martineau, the
severance period will extend for three years if we terminate him other than for
cause. In the agreements with Messrs. Martineau, Harlan and Wayne, "good reason"
includes a change of control of our company. If a change of control occurs, (1)
each of those employees would be entitled to terminate his employment at any
time during the 365-day period following that change of control and receive a
lump-sum payment equal to the base salary that would be payable to the employee
over 24 months (in the cases of Messrs. Martineau and Harlan) or 12 months (in
the case of Mr. Wayne), and (2) vesting would be accelerated on all outstanding
stock options previously granted to all three employees. Each agreement also
provides for benefits if the employee dies or becomes disabled. If the
employment of the employee terminates for any reason other than for cause by us
or without good reason by the employee, that termination will not affect the
term or exercisability of any incentive plan stock options the employee holds.
Compensation Committee Interlocks and Insider Participation
In 2001, Messrs. Foster, Colson, Dameris (until his resignation from the
Board in June 2001) and Porter (on his election to the Board in September 2001)
served as members of the compensation committee. Mr. Foster is a Senior Managing
Director of Main Street Equity Ventures II, L.P. We paid Main Street $213,206
in 2001 for reimbursement of expenses related to our acquisition program and
certain financings. Mr. Colson is an investor in Main Street. Porter & Hedges,
L.L.P., a Houston, Texas law firm of which Mr. Porter is Chairman, performed
legal services for us in 2001.
12
CERTAIN TRANSACTIONS
Transactions Involving Certain Officers, Directors and Stockholders
On completion of our IPO, we entered into new facilities leases, or
extended existing leases, with former stockholders or affiliates of former
stockholders of Central and Eastern Concrete Materials, Inc. (formerly known as
Baer Concrete, Incorporated). Those leases generally provide for initial lease
terms of 15 to 20 years, with one or more extension options we may exercise. The
following summarizes the current annual rentals we must pay during the initial
lease terms:
Number of Aggregate
Facilities Annual Rentals
---------- --------------
Central..................................... 2 $300,000
Eastern..................................... 2 285,000
We believe the rentals we must pay under each of these leases are at fair market
rates. William T. Albanese, a former owner of Central, and Michael D. Mitschele,
the former owner of Eastern, are members of our board of directors.
Central purchased building materials for $309,868 during 2001 from a
company owned by two trusts of which William T. Albanese is a co-trustee. We
believe the amount we paid was fair and substantially equivalent to amounts we
would have paid to an unaffiliated third party. Both trusts sold their interests
in this company in early 2002.
Central sold $15.8 million of ready-mixed concrete to a company owned by a
cousin of Mr. Albanese in 2001. We believe the amount we received was fair and
substantially equivalent to what we would have received from an unaffiliated
third party.
On completion of our acquisition of Beall Industries, Inc. and affiliated
companies in February 2000, we entered into eight new facilities leases with
their former stockholders or affiliates of those stockholders. The leases
generally provide for initial lease terms of five years, with three five-year
renewal options we may exercise. We must pay an aggregate of $250,800 in current
annual rent during the initial terms of these leases. We believe these rentals
represent fair market rates. Robert S. Beall, a former owner of these companies,
beneficially owns more than 5% of the outstanding shares of our common stock.
Beall Concrete Enterprises, Ltd., one of our subsidiaries, purchases
aggregates from time to time from a company that Mr. Beall has controlled since
June 2001. These purchases totaled $119,327 in 2001. We believe the amount we
paid was fair and substantially equivalent to amounts we would have paid to an
unaffiliated third party.
Mr. Beall purchased ready-mixed concrete from Beall Concrete Enterprises
during 2001 in the amount of $118,792, in connection with the development of a
real estate project. We sold this concrete to Mr. Beall at fair market value.
We paid Main Street $213,206 in 2001 for reimbursement of expenses related
to our acquisition program and certain financings. Vincent D. Foster is a Senior
Managing Director of Main Street and John R. Colson is an investor in Main
Street. We believe the amount we paid was fair and substantially equivalent to
amounts we would have paid to an unaffiliated third party.
Effective April 2001, we granted incentive compensation to Mr. Foster, the
Chairman of our Board, in the amount of 5,400 shares of our common stock, valued
at $7.19 per share, and $25,884 in cash in recognition of the overall
contribution made by Mr. Foster to our various 2001 capital raising initiatives.
In February 2002, we paid a bonus to Mr. Foster in the amount of 15,949 shares
of our common stock, valued at $6.27 per share, and $50,000 in cash.
During 2000, we extended loans of $175,000 to Mr. Martineau, our chief
executive officer and one of our directors, and $125,000 to Mr. Harlan, our
chief financial officer and one of our directors. These amounts were outstanding
under the loans at December 31,200l. We subsequently forgave these loans in
2002. The loans, which would have been payable in full on March 1, 2005, did not
bear interest.
13
In March 2001, we modified our non-compete arrangements with Neil J.
Vannucci, one of our directors. We originally established these arrangements in
the acquisition agreement for Bay Cities Building Materials Co., Inc., of which
he is a former stockholder. The modifications further limit Mr. Vannucci's right
to compete against us in exchange for three annual cash payments of $138,000
each to Mr. Vannucci or a designate of Mr. Vannucci, of which we paid $92,000 in
2001.
T. William Porter, a member of our board of directors, is the Chairman of
Porter & Hedges, L.L.P., a Houston, Texas law firm. Porter & Hedges, L.L.P.
performed legal services for us in 2001, however the amount of fees paid to them
was not material.
In September 2001, we issued 12,000 shares of our common stock, valued at
$7.97 per share, to Mr. Porter for nominal consideration and paid to Mr. Porter
$63,760 in connection with his election to our Board.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and any persons beneficially owning more than 10%
of our common stock to report their initial ownership of common stock and any
subsequent changes in that ownership to the SEC. Specific due dates for these
reports have been established, and we are required to disclose in this proxy
statement any failure to file by these dates. All required 2001 filings were
made on a timely basis. In making these disclosures, we relied solely on written
statements of directors, executive officers and stockholders and copies of the
reports that they have filed with the SEC.
REPORT OF THE AUDIT COMMITTEE
To the Board of Directors of U.S. Concrete. Inc.:
We have reviewed and discussed with management U.S. Concrete's audited
financial statements as of and for the year ended December 31, 2001.
In addition, we have discussed with Arthur Andersen LLP, U.S. Concrete's
independent accountants, the matters required to be discussed by Statement of
Auditing Standards No. 61, Communication with Audit Committees, as amended,
issued by the Auditing Standards Board of the American Institute of Certified
Public Accountants.
We have received and reviewed the written disclosures and the letter from
Arthur Andersen LLP required by Independent Standards Board's Standard No. 1,
Independence Discussions with Audit Committees, as amended, and we have
discussed with that firm its independence from U.S. Concrete. We also
considered whether Arthur Andersen LLP's provision of services that are not
related to the audit of U.S. Concrete's financial statements is compatible with
maintaining that firm's independence from U.S. Concrete.
Based on the reviews and discussions referred to above, we recommended to
the Board of Directors of U.S. Concrete that the audited financial statements
referred to above be included in U.S. Concrete's annual report on Form 10-K for
the year ended December 31, 2001 for filing with the Securities and Exchange
Commission.
The Audit Committee
John R. Colson, Chairman
Murray S. Simpson
Vincent D. Foster
14
REPORT OF THE COMPENSATION COMMITTEE
REGARDING EXECUTIVE COMPENSATION
The compensation committee (the "Committee") administers U.S. Concrete's
executive compensation program. The Committee is responsible for establishing
appropriate compensation goals for executive officers and evaluating the
performance of executive officers in meeting those goals. No member of the
Committee is a current or former employee or officer of U.S. Concrete.
The Committee seeks to reward senior management for building long-term
stockholder value. In addition, the Committee designs executive compensation
programs to provide the ability to attract, motivate and retain the management
personnel necessary to U.S. Concrete's success by providing an executive
compensation program comparable to that offered by competitive companies to
their management personnel. Finally, the Committee believes we must compensate
our executive officers fairly for their contributions to our short-term and
long-term performance. The Committee uses annual base salaries, annual bonuses
and equity incentives to achieve these goals.
Base Salary
Base salaries for executives are determined initially by evaluating
executives' levels of responsibility, prior experience, breadth of knowledge,
internal equity issues and external pay practices. The Committee reviews
executive salaries annually based on a variety of factors, including individual
performance, general levels of market salary increases and U.S. Concrete's
overall results. The Committee grants salary increases within a pay-for-
performance framework. Performance for base salary purposes is assessed using a
qualitative, rather than a quantitative, performance assessment; no specific
performance formula or weighting of factors is used in determining base salary
levels. However, the Committee considers operating performance, execution of our
business strategy, earnings levels and progress in implementing business
development efforts in establishing base salary increases for executives. Mr.
Martineau received a base salary of $274,395 during 2001.
Annual Bonus Plan
The Committee has adopted an annual bonus plan to provide executive
officers and other key employees with additional performance incentives in the
form of an annual bonus for meeting certain financial, operational and personal
goals set on an annual basis. The annual bonus plan provides that a portion of
each key corporate employee's annual bonus is determined based on achieving a
predetermined earnings per share target. A portion of each key business unit
employee's annual bonus is based on achieving that earnings per share target as
well as a predetermined earnings target for the employee's business unit. The
remainder of each key employee's bonus is discretionary based on individual
performance in achieving predetermined goals set by the employee and approved by
a supervisor. Bonus levels vary in accordance with each key employee's level of
responsibility. Mr. Martineau earned a bonus of $125,000 in cash and $125,000 in
common stock during 2001 that U.S. Concrete paid in 2002.
Incentive Compensation
The Committee grants executives discretionary annual stock options under
U.S. Concrete's 1999 Incentive Plan at an exercise price not less than the fair
market value of the common stock on the grant date. Accordingly, stock options
have value only if the price of the common stock appreciates after the grant
date. This design focuses executives on the creation of stockholder value over
the long term and increases their proprietary interest in U.S. Concrete.
The Committee granted options to purchase a total of 215,000 shares of
common stock to the named executive officers during 2001. All the options
granted to executive officers vest at the rate of 25% per year, commencing on
the first anniversary of the grant date, and expire 10 years from the grant date
or three months following termination of employment.
In 2001, Mr. Martineau received an option to purchase 100,000 shares of
common stock with an exercise price of $7.00 per share. In determining the
number of shares subject to the option granted to Mr. Martineau, the Committee
considered numerous subjective factors indicative of his dedication to the
success of U.S. Concrete.
15
The Committee granted additional incentive compensation during 2001 to
executive officers and other key employees in recognition of their overall
contribution to U.S. Concrete's various 2001 capital raising initiatives. Mr.
Martineau received $93,470 in cash and $140,205 in common stock during 2001 in
recognition of his contribution to those initiatives.
As of April 18, 2002, Mr. Martineau owned 357,181 shares of common stock
and held options to purchase a total of 515,000 shares. The Committee believes
that this equity interest provides an appropriate link to the interests of our
company's stockholders.
Other Compensation
During 2000, U.S. Concrete extended loans of $175,000 to Mr. Martineau and
$125,000 to Mr. Harlan. These loans were forgiven in 2002 in recognition of
Messrs. Martineau's and Harlan's efforts during 2001.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally disallows a deduction
to public companies to the extent of excess annual compensation over one million
dollars paid to certain executive officers, except for qualified performance-
based compensation. U.S. Concrete had no nondeductible compensation expense for
the year ended December 31, 2001. The Committee plans to review this matter as
appropriate and take action as may be necessary to preserve the deductibility of
compensation payments to the extent reasonably practical and consistent with
U.S. Concrete's compensation objectives.
This report is furnished by the Compensation Committee of the Board of
Directors.
John R. Colson, Chairman
Vincent D. Foster
T. William Porter
16
PERFORMANCE GRAPH
The following graph compares, for the period from May 26, 1999, the date of
our IPO, to December 31, 2001, the cumulative stockholder return on our common
stock with the cumulative total return on the Standard & Poor's 500 Index and a
peer group index we selected that includes seven public companies within our
industry. The comparison assumes that $100 was invested on May 26, 1999 in our
common stock, the S&P 500 Index and the peer group index and further assumes all
dividends were reinvested.
The companies that comprise the peer group index are Lafarge Corporation,
Texas Industries, Inc., Florida Rock Industries, Inc., Centex Construction
Products, Inc., Martin Marietta Materials, Inc., Vulcan Materials Company and
U.S. Aggregates, Inc. This group is the same as the group we used in the proxy
statement for our 2001 annual meeting of stockholders. U.S. Aggregates was
delisted from the New York Stock Exchange effective November 26, 200l because it
failed to meet the NYSE's requirements for continued listing.
Comparison of Cumulative Total Return
[GRAPH]
-----------------------------------------------------------------------------------------------------------------------------------
5/26/99 6/30/99 9/30/99 12/31/99 3/31/00 6/30/00 9/30/00 12/31/00 3/31/01 6/30/01 9/30/01 12/31/01
------- ------- ------- -------- ------- ------- ------- -------- ------- ------- ------- --------
-----------------------------------------------------------------------------------------------------------------------------------
U.S. 100.00 118.75 101.56 75.00 75.00 100.00 90.63 78.13 109.38 99.63 90.88 82.50
Concrete
-----------------------------------------------------------------------------------------------------------------------------------
S&P 500 100.00 103.06 96.62 111.00 113.55 110.53 109.46 100.89 88.93 94.14 80.32 88.90
-----------------------------------------------------------------------------------------------------------------------------------
Peer 100.00 103.21 82.98 84.95 85.91 79.90 78.97 87.41 90.70 103.72 89.67 102.20
Group
-----------------------------------------------------------------------------------------------------------------------------------
17
INDEPENDENT PUBLIC ACCOUNTANTS
In past years, our audit committee has recommended the appointment of
independent public accountants to audit the financial statements for the current
year to our Board of Directors, which in turn has recommended ratification of
that appointment by our stockholders. Arthur Andersen LLP has served as our
independent public accountants since 1998. This year, in light of the widely
publicized events involving Arthur Andersen LLP, including the indictment
obtained by the Department of Justice, our Board has deferred selection of
independent accountants to audit our financial statements for 2002, and is
therefore not seeking stockholder ratification of the selection of accountants
in accordance with its customary practice. Our audit committee and management
are monitoring the Arthur Andersen LLP situation carefully. The audit committee
expects to make a recommendation to the Board shortly regarding the selection of
an accounting firm as our auditor for 2002. In any event, the Board of Directors
reserves the right to make a change in the accounting firm designated to audit
our financial statements at any time the Board considers such a change in the
best interests of U.S. Concrete and its stockholders.
We expect a representative of Arthur Andersen LLP will attend the annual
meeting and will have the opportunity to make a statement and to respond to
appropriate questions.
Audit Fees
Arthur Andersen LLP's fees for our 2001 audit were $355,000.
Financial Information Systems Design and Implementation Fees
We did not incur any fees to Arthur Andersen LLP in 2001 with respect to
financial information systems design and implementation services.
All Other Fees
Arthur Andersen LLP's fees for all other professional services rendered to
us during 2001 were $638,000.
EXPENSES RELATING TO THIS PROXY SOLICITATION
We will pay all expenses relating to this proxy solicitation. In addition
to this solicitation by mail, our officers, directors and regular employees may
solicit proxies by telephone or personal call without extra compensation for
that activity. We also expect to reimburse banks, brokers and other persons for
reasonable out-of-pocket expenses in forwarding proxy material to beneficial
owners of our common stock and obtaining the proxies of those owners. We
estimate these expenses to be approximately $5,000.
OTHER INFORMATION
Date for Submission of Stockholder Proposals
Under rules the SEC has established, any stockholder who wishes to have a
qualified proposal considered for inclusion in our proxy statement for our 2003
Annual Meeting of Stockholders must send notice of the proposal to our Corporate
Secretary at our principal executive offices, 2925 Briarpark, Suite 500,
Houston, Texas 77042, so that we receive that notice by no later than the close
of business on December 19, 2002. If you submit a stockholder proposal, you must
provide your name and address, the number of shares of common stock you hold of
record or beneficially, the date or dates on which you acquired those shares and
documentary support for any claim of beneficial ownership.
In addition, our bylaws establish an advance-notice procedure for
stockholder proposals to be brought before an annual meeting. The procedure
provides that stockholders must submit proposals to us in writing containing
certain
18
information specified in our bylaws no earlier than the 180th day and no later
than the close of business on the 90th day prior to the first anniversary of
our preceding year's annual meeting. These requirements are in addition to the
SEC's requirements with which a stockholder must comply to have a stockholder
proposal included in our proxy statement. Stockholders may obtain a copy of our
bylaws by making a written request to our Corporate Secretary.
Under these bylaw provisions, we must receive stockholder proposals for our
2003 Annual Meeting of Stockholders no earlier than November 17, 2002 and no
later than the close of business on February 15, 2003. Stockholders must deliver
the proposals to Corporate Secretary, U.S. Concrete, Inc., 2925 Briarpark, Suite
500, Houston, Texas 77042.
Other Matters
The Board of Directors does not intend to bring any other matters before
the annual meeting and has not been informed that any other matters are to be
presented by others. If any other matters properly come before the annual
meeting, the persons named in the enclosed form of proxy will vote all proxies
according to their best judgment. The form of proxy provides that the persons
named as proxies have discretionary authority to vote on matters not known or
determined on the date of this proxy statement.
By Order of the Board of Directors
/s/ Donald C. Wayne
Donald C. Wayne
Vice President, Corporate Secretary and General Counsel
Houston, Texas
April 18, 2002
19
(Front of Card)
U.S. CONCRETE, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael W. Harlan and Donald C. Wayne, and each
of them, with full power of substitution and resubstitution to represent the
undersigned and to vote all the shares of Common Stock in U.S. Concrete, Inc., a
Delaware corporation (the "Company"), which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of the Company to be held on May 16, 2002
and at any adjournment or postponement thereof (1) as hereinafter specified upon
the proposal listed on the reverse side and as more particularly described in
the Proxy Statement of the Company dated April 18, 2002 (the "Proxy Statement")
and (2) in their discretion upon such other maters as may properly come before
the meeting.
ALL SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THOSE SHARES WILL BE VOTED FOR THE NOMINEES LISTED IN
PROPOSAL NO. 1.
(Back of Card)
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD
AS SOON AS POSSIBLE
ANNUAL MEETING OF STOCKHOLDERS
U.S. CONCRETE, INC.
MAY 16, 2002
Please detach and mail in the envelope provided.
________________________________________________________________________________
[X] Please mark votes as in this example.
A vote FOR the following proposals is recommended by the Board of
Directors:
PROPOSAL NO. 1. To elect William T. Albanese, Robert S. Walker and
Murray S. Simpson to the Board of Directors to serve until the 2005 Annual
Meeting of Stockholders and until their respective successors are duly elected
and qualified:
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed below (except as indicated to vote for all nominees
to the contrary below).* listed below.
* INSTRUCTION: To withhold authority to vote for any individual
nominee, please write that nominee's name in the space provided here:__________
______________________.
In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the meeting or any adjournment or
postponement thereof, including procedural and other matters relating to the
conduct of the meeting.
The undersigned hereby revokes all previous proxies given by the
undersigned with respect to the Company's 2002 Annual Meeting of Stockholders.
This Proxy may be revoked at any time prior to a vote thereon. Receipt of the
accompanying Proxy Statement and Annual Report of the Company for the fiscal
year ended December 31, 2001, is hereby acknowledged.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appears on this card. If shares
stand of record in the names of two or more persons or in the name of husband
and wife, whether as joint tenants or otherwise, both or all of such persons
should sign this Proxy. If shares are held of record by a corporation, this
Proxy should be executed by the President or Vice President and the Secretary or
Assistant Secretary, and the corporate seal should be affixed thereto. Executors
or administrators or other fiduciaries who execute this Proxy for a deceased
stockholder should give their full title. Please date the Proxy.
Date:__________________________ Signature:__________________________
Date:__________________________ Signature:__________________________