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 Golder, Thoma, Cressey, Rauner Fund IV, L.P.
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 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power None (See Item 4)
6) Shared Voting Power 7,824,997 (See Item 4)
7) Sole Dispositive Power None (See Item 4)
8) Shared Dispositive Power 7,824,997 (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
7,824,997 (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) 52.5%
12) Type of Reporting Person* PN
*See Instructions Before Filling Out!
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person GTCR IV, L.P.
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 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power None (See Item 4)
6) Shared Voting Power 7,824,997 (See Item 4)
7) Sole Dispositive Power None (See Item 4)
8) Shared Dispositive Power 7,824,997 (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
7,824,997 (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) 52.5%
12) Type of Reporting Person* PN
*See Instructions Before Filling Out!
<PAGE>
CUSIP NO. 90334D 10 9
1) Name of Reporting Person Golder, Thoma, Cressey, Rauner, Inc.
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 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power None (See Item 4)
6) Shared Voting Power 7,824,997 (See Item 4)
7) Sole Dispositive Power None (See Item 4)
8) Shared Dispositive Power 7,824,997 (See Item 4)
9) Aggregate Amount Beneficially Owned by Each Reporting Person
7,824,997 (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) 52.5%
12) Type of Reporting Person* CO
*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) Golder, Thoma, Cressey, Rauner Fund IV, L.P., a Delaware limited
partnership (the "Fund"), by virtue of its direct beneficial ownership of Common
Stock, (ii) GTCR IV, L.P., a Delaware limited partnership ("GTCR IV"), by virtue
of it being the general partner of the Fund, and (iii) Golder, Thoma, Cressey,
Rauner, Inc., a Delaware corporation, by virtue of it being the general partner
of GTCR IV. The Fund, GTCR IV and Golder, Thoma, Cressey, Rauner, Inc. 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 may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act. 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.
The principal business address of the Reporting Persons is 6100 Sears Tower,
Chicago, Illinois, 60606-6402.
ITEM 2(C) CITIZENSHIP.
The Fund and GTCR IV are limited partnerships organized under the laws of the
State of Delaware. Golder, Thoma, Cressey, Rauner, Inc. is a corporation
organized under the laws of the State of Delaware.
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
<PAGE>
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 Fund is the registered owner of 7,824,997 shares of Common Stock or
approximately 52.5% of the Common Stock outstanding as of December 31, 1999,
assuming there were 14,900,593 shares of Common Stock outstanding as of such
date (as set forth in the Company's Form 10-Q for the quarter ended September
30, 1999).
The Company, the Fund, and James A. Harris, James A. Harris Grantor Retained
Annuity Trust, The James A. Harris Charitable Remainder Unitrust, The Michael J.
Stone And Ashia H. Stone Revocable Inter Vivos Trust, Dated June 30, 1989,
Jeanne T. Richey, Morris L. Bishop, Jr., The Edward A. Dougherty and Linda F.
Dougherty 1998 Family Trust and Charles R. Pullin (together, the "Other
Shareholders") 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 Fund and the Other
Stockholders 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 Other Stockholders with respect to the year
ended December 31, 1999, the Fund may be deemed to be the beneficial owner of
and share the power to vote or direct the vote of 951,233 additional shares of
Common Stock that are subject to the terms of the Voting Agreement as of
December 31, 1999. If the Fund was 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 Fund 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 Other Stockholders.
By virtue of the relationship between the Fund and GTCR IV described in Item
2(a), GTCR IV may be deemed to possess indirect beneficial ownership of and
share the power to vote or direct the vote of the shares of Common Stock
beneficially owned by the Fund, and, by virtue of the relationship between the
Fund, GTCR IV and Golder, Thoma, Cressey, Rauner, Inc. described in Item 2(a),
Golder, Thoma, Cressey, Rauner, Inc. may be deemed to possess indirect
beneficial ownership of and share the power to vote or direct the vote of the
Shares of Common Stock beneficially owned by the Fund. GTCR IV and Golder,
Thoma, Cressey, Rauner, Inc. disclaim beneficial ownership of (and the power to
vote or direct the vote of) the shares of Common Stock beneficially owned by the
Fund. The filing of this statement by GTCR IV and Golder, Thoma, Cressey,
Rauner, Inc. shall not be construed as an admission that either GTCR IV or
Golder, Thoma, Cressey, Rauner, Inc. is, for the purposes Section 13(d) or
Section 13(g) of the Act, the beneficial owner of (or possesses the power to
vote or direct the vote of) any securities covered by this statement.
(B) PERCENT OF CLASS: (Assuming 14,900,593 shares outstanding as of December
31, 1999)
52.5%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
<PAGE>
(i) Sole power to vote or to direct the vote: None (See Item 4(a))
(ii) Shared power to vote or to direct the vote: 7,824,997 (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of: None (See Item
4(a))
(iv) Shared power to dispose or to direct the disposition of: 7,824,997
(See Item 4(a))
<PAGE>
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 GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Bruce V. Rauner
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Name: Bruce V. Rauner
Title: Principal
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Bruce V. Rauner
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Name: Bruce V. Rauner
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.
By: /s/ Bruce V. Rauner
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Name: Bruce V. Rauner
Title: Principal
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 GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Bruce V. Rauner
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Name: Bruce V. Rauner
Title: Principal
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Bruce V. Rauner
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Name: Bruce V. Rauner
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.
By: /s/ Bruce V. Rauner
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Name: Bruce V. Rauner
Title: Principal
