UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. )*
U.S. Aggregates, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
90334D 10 9
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the purpose 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).
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person James A. Harris
I.R.S. Identification Nos. of above persons (entities only)
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
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 None (See Item 4)
6) Shared Voting Power 194,599 (See Item 4)
7) Sole Dispositive Power 194,599 (See Item 4)
8) Shared Dispositive Power None (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
194,599 (See Item 4)
10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11) Percent of Class Represented by Amount In Row (9) 1.3%
12) Type of Reporting Person* IN
*See Instructions Before Filling Out!
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person James A. Harris Grantor Retained Annuity Trust
I.R.S. Identification Nos. of above persons (entities only)
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
3) SEC Use Only
4) Citizenship or Place of Organization South Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power None (See Item 4)
6) Shared Voting Power 199,010 (See Item 4)
7) Sole Dispositive Power 199,010 (See Item 4)
8) Shared Dispositive Power None (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
199,010 (See Item 4)
10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11) Percent of Class Represented by Amount In Row (9) 1.3%
12) Type of Reporting Person* OO (Trust)
*See Instructions Before Filling Out!
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person
The James A. Harris Charitable Remainder Unitrust
I.R.S. Identification Nos. of above persons (entities only)
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
3) SEC Use Only
4) Citizenship or Place of Organization South Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power None (See Item 4)
6) Shared Voting Power 49,737 (See Item 4)
7) Sole Dispositive Power 49,737 (See Item 4)
8) Shared Dispositive Power None (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
49,737 (See Item 4)
10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11) Percent of Class Represented by Amount In Row (9) 0.3%
12) Type of Reporting Person* OO (Trust)
*See Instructions Before Filling Out!
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person
The Michael J. Stone and Ashia H. Stone Revocable Inter Vivos Trust,
Dated June 30, 1989
I.R.S. Identification Nos. of above persons (entities only)
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
3) SEC Use Only
4) Citizenship or Place of Organization California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power None (See Item 4)
6) Shared Voting Power 302,384 (See Item 4)
7) Sole Dispositive Power 302,384 (See Item 4)
8) Shared Dispositive Power None (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
302,384 (See Item 4)
10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11) Percent of Class Represented by Amount In Row (9) 2.0%
12) Type of Reporting Person* OO (Trust)
*See Instructions Before Filling Out!
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person Jeanne T. Richey
I.R.S. Identification Nos. of above persons (entities only)
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
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 None (See Item 4)
6) Shared Voting Power 36,116 (See Item 4)
7) Sole Dispositive Power 36,116 (See Item 4)
8) Shared Dispositive Power None (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
36,116 (See Item 4)
10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11) Percent of Class Represented by Amount In Row (9) 0.2%
12) Type of Reporting Person* IN
*See Instructions Before Filling Out!
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person Morris L. Bishop, Jr.
I.R.S. Identification Nos. of above persons (entities only)
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
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 None (See Item 4)
6) Shared Voting Power 123,893 (See Item 4)
7) Sole Dispositive Power 123,893 (See Item 4)
8) Shared Dispositive Power None (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
123,893 (See Item 4)
10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11) Percent of Class Represented by Amount In Row (9) 0.8%
12) Type of Reporting Person* IN
*See Instructions Before Filling Out!
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person
The Edward A. Dougherty and Linda F. Dougherty 1998 Family Trust
I.R.S. Identification Nos. of above persons (entities only)
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
3) SEC Use Only
4) Citizenship or Place of Organization California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power None (See Item 4)
6) Shared Voting Power 30,657 (See Item 4)
7) Sole Dispositive Power 30,657 (See Item 4)
8) Shared Dispositive Power None (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
30,657 (See Item 4)
10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11) Percent of Class Represented by Amount In Row (9) 0.2%
12) Type of Reporting Person* OO (Trust)
*See Instructions Before Filling Out!
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person Charles R. Pullin
I.R.S. Identification Nos. of above persons (entities only)
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
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 None (See Item 4)
6) Shared Voting Power 14,837 (See Item 4)
7) Sole Dispositive Power 14,837 (See Item 4)
8) Shared Dispositive Power None (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
14,837 (See Item 4)
10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11) Percent of Class Represented by Amount In Row (9) 0.1%
12) Type of Reporting Person* IN
*See Instructions Before Filling Out!
<PAGE>
ITEM 1(A) NAME OF ISSUER.
U.S. Aggregates, Inc. (the "Company")
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
400 South El Camino Real, Suite 500
San Mateo, California 94402
ITEM 2(A) NAMES OF PERSONS FILING.
This statement is filed jointly by each of the following persons pursuant to
Rule 13d-(1)(k) promulgated by the Securities and Exchange Commission (the
"SEC") under Section 13 of the Securities Exchange Act of 1934, as amended (the
"Act"): (i) James A. Harris ("Harris"), (ii) James A. Harris Grantor Retained
Annuity Trust (the "GRAT"), (iii) The James A. Harris Charitable Remainder
Unitrust (the "CRUT"), (iv) The Michael J. Stone and Ashia H. Stone Revocable
Inter Vivos Trust, Dated June 30, 1989 (the "Stone Trust"), (v) Jeanne T. Richey
("Richey"), (vi) Morris L. Bishop, Jr. ("Bishop"), (vii) The Edward A. Dougherty
and Linda F. Dougherty 1998 Family Trust (the "Dougherty Trust") and (viii)
Charles R. Pullin ("Pullin"). Harris, the GRAT, the CRUT, the Stone Trust,
Richey, Bishop, the Dougherty Trust and Pullin are sometimes referred to herein
individually as a "Reporting Person" and collectively as the "Reporting
Persons."
Information with respect to each of the Reporting Persons is given solely by
such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of information by another Reporting Person. By their
signature on this statement, each of the Reporting Persons agrees that this
statement is filed on behalf of such Reporting Person.
The Reporting Persons and the other parties to the Voting Agreement (as defined
in Item 4) may also be deemed to constitute a "group" for purposes of Section
13(d)(3) of the Act. The Reporting Persons expressly disclaim that they have
agreed to act as a group other than as described in this statement.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
Harris, the GRAT, the CRUT and Bishop: 3800 Colonnade Parkway, Suite 525,
Birmingham, AL 35243
The Stone Trust: 400 South El Camino Real, Suite 500, San Mateo,
CA 94402
Richey: 4219 Dom Perignon Court, Allison Park, PA 15101
The Dougherty Trust: P.O. Box 635, Ross, CA 94957
Pullin: 1290 Boyce Road, Apt. A538, Pittsburgh, PA 15241
ITEM 2(C) CITIZENSHIP.
Harris, Richey, Bishop and Pullin are U.S. Citizens. The GRAT and the CRUT are
South Carolina Trusts. The Stone Trust and the Dougherty Trust are California
Trusts.
<PAGE>
ITEM 2(D) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share ("Common Stock").
ITEM 2(E) CUSIP NO.
90334D 10 9
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:
This statement is filed pursuant to Rule 13d-1(k). As such, the listed
alternatives are not applicable.
ITEM 4 OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
The shares of Common Stock of the Company covered by this statement include
194,599 shares held by Harris, 199,010 shares held by the GRAT, 49,737 shares
held by the CRUT, 302,384 shares held by the Stone Trust, 36,116 shares held by
Richey, 123,893 shares held by Bishop, 30,657 shares held by the Dougherty Trust
and 14,837 shares held by Pullin.
The Company, the Reporting Persons and Golder, Thoma, Cressey, Rauner Fund IV,
L.P. (the "Fund") are parties to a Shareholders Agreement, dated as of January
24, 1994 (the "Voting Agreement"). The Voting Agreement provides that the
parties thereto will vote in the same manner on certain issues, including the
election of directors. Collectively, the parties to the Voting Agreement own
58.9% of the outstanding Common Stock of the Company. The Reporting Persons and
the Fund may be deemed to be a "group" for purposes of Section 13d-3 of the Act
as a result of the Voting Agreement, and, based on the information contained in
the Schedule 13G filed by the Fund with respect to the year ended December 31,
1999, the Reporting Persons may be deemed to be the beneficial owner of and
share the power to vote or direct the vote of 7,824,997 additional shares of
Common Stock that are subject to the terms of the Voting Agreement as of
December 31, 1999. If the Reporting Persons were deemed to be the beneficial
owner of or share the power to vote or direct the vote of such additional shares
of Common Stock, the Reporting Persons would be deemed to be the beneficial
owner of and share the power to vote or direct the vote of an aggregate of
8,776,230 shares or approximately 58.9% of the Common Stock. Each of the
Reporting Persons disclaims beneficial ownership of (and the power to vote or
direct the vote of) the shares of Common Stock beneficially owned by the Fund.
(B) PERCENT OF CLASS: (Assuming 14,900,593 shares outstanding as of December
31, 1999 (as set forth in the Company's Form 10-Q for the quarter ended
September 30, 1999))
Harris: 1.3%
The GRAT: 1.3%
The CRUT: 0.3%
The Stone Trust: 2.0%
Richey: 0.2%
Bishop: 0.8%
<PAGE>
The Dougherty Trust: 0.2%
Pullin: 0.1%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: (See Item 4(a))
Harris: None
The GRAT: None
The CRUT: None
The Stone Trust: None
Richey: None
Bishop: None
The Dougherty Trust: None
Pullin: None
(ii) Shared power to vote or to direct the vote: (See Item 4(a))
Harris: 194,599
The GRAT: 199,010
The CRUT: 49,737
The Stone Trust: 302,384
Richey: 36,116
Bishop: 123,893
The Dougherty Trust: 30,657
Pullin: 14,837
(iii) Sole power to dispose or to direct the disposition of: (See Item
4(a))
Harris: 194,599
The GRAT: 199,010
The CRUT: 49,737
The Stone Trust: 302,384
Richey: 36,116
<PAGE>
Bishop: 123,893
The Dougherty Trust: 30,657
Pullin: 14,837
(iv) Shared power to dispose or to direct the disposition of: (See Item
4(a))
Harris: None
The GRAT: None
The CRUT: None
The Stone Trust: None
Richey: None
Bishop: None
The Dougherty Trust: None
Pullin: None
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is filed to report the fact that as of the date hereof, the
Reporting Persons have ceased to be the beneficial owners of more than five
percent of the class of securities, check the following [ ].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
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.
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10 CERTIFICATION.
Not applicable
<PAGE>
EXHIBITS
Exhibit I Joint Filing Agreement among the Reporting Persons pursuant to
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
<PAGE>
SIGNATURE
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.
Date: February 11, 2000 /s/ James A. Harris
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James A. Harris
JAMES A. HARRIS GRANTOR
RETAINED ANNUITY TRUST
By: /s/ Brett A. Harris
----------------------
Name: Brett A. Harris
Title: Trustee
THE JAMES A. HARRIS CHARITABLE
REMAINDER UNITRUST
By: /s/ Brett A. Harris
----------------------
Name: Brett A. Harris
Title: Trustee
THE MICHAEL J. STONE AND ASHIA H.
STONE REVOCABLE INTER VIVOS TRUST,
DATED JUNE 30, 1989
By: /s/ Michael J. Stone
-----------------------
Name: Michael J. Stone
Title: Trustee
/s/ Jeanne T. Richey
-----------------------
Jeanne T. Richey
/s/ Morris L. Bishop, Jr.
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Morris L. Bishop, Jr.
THE EDWARD A. DOUGHERTY AND
LINDA F. DOUGHERTY 1998 FAMILY
TRUST
By: /s/ Edward A. Dougherty
--------------------------
Name: Edward A. Dougherty
Title: Trustee
<PAGE>
*
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Charles R. Pullin
* The undersigned, by signing his name hereto, does sign and execute this
Schedule 13G on behalf of the above named individual(s) pursuant to the Power of
Attorney executed by such individual(s) and filed with the Securities and
Exchange Commission.
/s/ James A. Harris
----------------------
James A. Harris
Attorney-in-fact
<PAGE>
EXHIBIT I
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SCHEDULE 13G JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing agreement
(this "Agreement") agree as follows:
(i) The undersigned and each other person executing this Agreement are
individually eligible to use the Schedule 13G to which this Exhibit is attached
and such Schedule 13G is filed on behalf of the undersigned and each other
person executing this Agreement; and
(ii) The undersigned and each other person executing this Agreement are
responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the undersigned or any other person
executing this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
* * * * *
Date: February 11, 2000 /s/ James A. Harris
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James A. Harris
JAMES A. HARRIS GRANTOR
RETAINED ANNUITY TRUST
By: /s/ Brett A. Harris
----------------------
Name: Brett A. Harris
Title: Trustee
THE JAMES A. HARRIS CHARITABLE
REMAINDER UNITRUST
By: /s/ Brett A. Harris
----------------------
Name: Brett A. Harris
Title: Trustee
THE MICHAEL J. STONE AND ASHIA H.
STONE REVOCABLE INTER VIVOS TRUST,
DATED JUNE 30, 1989
By: /s/ Michael J. Stone
-----------------------
Name: Michael J. Stone
Title: Trustee
/s/ Jeanne T. Richey
-----------------------
Jeanne T. Richey
/s/ Morris L. Bishop, Jr.
-----------------------------
Morris L. Bishop, Jr.
THE EDWARD A. DOUGHERTY AND
LINDA F. DOUGHERTY 1998 FAMILY
TRUST
By: /s/ Edward A. Dougherty
--------------------------
Name: Edward A. Dougherty
Title: Trustee
<PAGE>
*
----------------------------------
Charles R. Pullin
* The undersigned, by signing his name hereto, does sign and execute this
Schedule 13G on behalf of the above named individual(s) pursuant to the Power of
Attorney executed by such individual(s) and filed with the Securities and
Exchange Commission.
/s/ James A. Harris
----------------------
James A. Harris
Attorney-in-fact
