<PAGE> 1
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-11(c) or 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:
<PAGE> 2
[U.S. CONCRETE LOGO APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 16, 2000
9:00 a.m.
Marriott Hotel
1750 West Loop South
Houston, Texas 77027
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders of U.S.
Concrete, Inc. We will hold the meeting at the time and place noted above. At
the meeting, we will ask you to:
1. Elect three members to the Board of Directors to serve until 2003;
2. Approve our 2000 Employee Stock Purchase Plan;
3. Ratify the appointment of Arthur Andersen LLP as our independent
auditors for 2000; and
4. Vote on any other matters that may properly come before the Annual
Meeting or any adjournment of the meeting.
Our stockholders of record at the close of business on March 31, 2000,
will be entitled to vote at the Annual Meeting and at any adjournment of the
meeting. Your vote is very important. Whether or not you plan to attend the
Annual Meeting, we encourage you to read this 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.
We are distributing this proxy statement, the accompanying form of
proxy and our Annual Report for 1999 beginning on or about April 18, 2000.
By Order of the Board of Directors
Donald C. Wayne
Corporate Secretary
Houston, Texas
April 18, 2000
<PAGE> 3
U.S. CONCRETE, INC.
PROXY STATEMENT
FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
---------------
QUESTIONS AND ANSWERS
Q: WHAT AM I VOTING ON?
A: You are voting on three proposals:
o election of three members to our Board of Directors to serve until
2003;
o approval of our 2000 Employee Stock Purchase Plan; and
o ratification of the appointment of Arthur Andersen LLP as our
independent auditors for 2000.
Q: WHO MAY VOTE?
A: All stockholders of record as of the close of business on March 31,
2000, are entitled to vote. Holders of our common stock are entitled to
one vote per share. As of March 31, 2000, 21,252,430 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, can attend the meeting.
Q: HOW DO I VOTE?
A: You can vote in two ways:
o you may come to the Annual Meeting and cast your vote in person; or
o 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: 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), FOR the
2000 Employee Stock Purchase Plan (Proposal No. 2) and FOR ratification
of the appointment of Arthur Andersen LLP (Proposal No. 3). We are
unaware of any other matters to come before the Annual Meeting. If they
do, the proxy holders will vote the proxies in 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:
o writing to U.S. Concrete's Secretary at the mailing address in the
answer to the last question on the next page;
o delivering a properly executed proxy dated after the date of the
proxy you want to revoke; or o 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 to our stockholders this proxy statement and the
accompanying form of proxy on or about April 18, 2000.
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
does not have the authority to do so. If a quorum is not present, the
holders of a majority of the shares of
1
<PAGE> 4
common stock present in person or by proxy at the Annual Meeting have
the power to 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 PASSAGE OF EACH OF THE PROPOSALS UP FOR
CONSIDERATION 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. Abstentions
and broker non-votes will have no effect on the vote for directors.
Approval of the 2000 Employee Stock Purchase Plan requires the
affirmative vote of a majority of the shares of common stock present in
person or by proxy and entitled to vote at the meeting. Ratification of
Arthur Andersen LLP as our independent auditors for 2000 requires the
affirmative vote of a majority of the votes cast on the proposal.
Generally, other actions require the affirmative vote of a majority of
shares of common stock present in person or by proxy and entitled to
vote at the meeting. Abstentions will have the same effect as voting
against all proposals other than director elections, while broker
non-votes will have no impact on proposals since they are not
considered shares entitled to vote.
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., 1300 Post Oak Blvd.,
Suite 1220, Houston, Texas 77056.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership of our common stock
as of March 31, 2000, by (i) each person we know who beneficially owns more than
5% of the shares of our common stock, (ii) each of our directors, (iii) our
chief executive officer and each of our other executive officers whose salary
and bonus for 1999 exceeded $100,000 and (iv) all our directors and executive
officers as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
--------------------------
Name NUMBER PERCENT
---- ------------- ------------
<S> <C> <C>
Robert S. Walker(1) 2,239,338 10.54%
Robert S. Beall(2) 1,648,022 7.75%
William T. Albanese(3) 1,353,574 6.37%
Thomas J. Albanese(4) 1,313,574 6.18%
Neil J. Vannucci 897,667 4.22%
Vincent D. Foster(5) 490,874 2.31%
Michael D. Mitschele 425,529 2.00%
Eugene P. Martineau(6) 370,505 1.74%
Murray S. Simpson(7) 317,333 1.45%
Michael W. Harlan(8) 193,750 *
John R. Colson(9) 45,000 *
Peter T. Dameris(10) 42,763 *
Directors and executive officers as a group 6,448,833 30.03%
(12 persons)(11)
</TABLE>
- ----------------
* Less than 1%
(1) Includes shares deemed beneficially owned by Mr. Walker as co-trustee of
the Walker Family Trust and as general partner of Karob Investment Co.,
L.P. The address for Mr. Walker is 755 Stockton Avenue, San Jose,
California 95126.
(2) Includes 61,802 shares deemed beneficially owned by Mr. Beall as trustee
of the Allison Beall 1999 Trust, 61,802 shares deemed beneficially owned
by Mr. Beall as trustee of the Logan Beall 1999 Trust, 65,669 shares
deemed beneficially owned by Mr. Beall as trustee of the Allison Beall
Descendants' 1999 Trust and 65,669 shares deemed beneficially owned by Mr.
Beall as trustee of the Logan Beall Descendants' 1999 Trust. The address
for Mr. Beall is 2725 Premier Street, Ft. Worth, Texas 76111.
(3) Includes 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. The address for Mr. Albanese is 755 Stockton Avenue, San Jose,
California 95126.
(4) Includes shares deemed beneficially owned by Mr. Albanese as co-trustee of
the Thomas J. Albanese Trust. The address for Mr. Albanese is 755 Stockton
Avenue, San Jose, California 95126.
(5) Includes options to purchase 10,000 shares of common stock, 105,784 shares
owned by Main Street Merchant Partners II, L.P., a merchant banking firm
of which Mr. Foster is a managing director, 10,000 shares owned by Falcon
Investors, G.P. 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 owned by Main Street
Merchant Partners II, L.P.
(6) Includes options to purchase 56,250 shares of common stock.
(7) Includes 118,219 shares owned by the MSS 1998 GRAT of which Mr. Simpson's
wife serves as trustee, 118,219 shares deemed beneficially owned by Mr.
Simpson as trustee of the CSS 1998 GRAT, 50,044 shares deemed beneficially
owned by Mr. Simpson as custodian for his grandchildren and options to
purchase 10,000 shares of common stock. Mr. Simpson disclaims beneficial
ownership of the 118,219 shares owned by the MSS 1998 GRAT.
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<PAGE> 6
(8) Includes options to purchase 43,750 shares of common stock and 50,000
shares owned by Mr. Harlan as trustee of the Michael and Bonnie Harlan
1996 Trust.
(9) Includes options to purchase 10,000 shares of common stock and 10,000
shares owned by Falcon Investors, G.P.
(10) Includes options to purchase 10,000 shares of common stock.
(11) Includes options to purchase 172,500 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 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 I will expire at the Annual
Meeting.
The Board has selected Eugene P. Martineau, Michael W. Harlan and Peter
T. Dameris, each of whom currently serves on the Board, as nominees for election
at the Annual Meeting. 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.
Assuming the presence of a quorum, 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, the persons named as proxies intend to vote the proxy shares for the
election of any other person the Board of Directors may designate.
<TABLE>
<CAPTION>
CLASS I DIRECTORS WHOSE TERMS EXPIRE
AT THE 2000 ANNUAL MEETING AND
NOMINEES FOR ELECTION FOR TERMS
EXPIRING AT THE 2003 ANNUAL MEETING AGE POSITION(S) HELD
- ----------------------------------- --- ----------------
<S> <C> <C>
Eugene P. Martineau 60 Director, Chief Executive Officer and President
Michael W. Harlan 39 Director, Senior Vice President and Chief Financial Officer
Peter T. Dameris 40 Director
</TABLE>
<TABLE>
<CAPTION>
CLASS II DIRECTORS WHOSE TERMS EXPIRE
AT THE 2001 ANNUAL MEETING AGE POSITION(S) HELD
- -------------------------- --- ----------------
<S> <C> <C>
Vincent D. Foster 43 Director and Chairman of the Board
Michael D. Mitschele 43 Director and President of Baer Concrete, Inc.
John R. Colson 52 Director
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
CLASS III DIRECTORS WHOSE TERMS EXPIRE
AT THE 2002 ANNUAL MEETING AGE POSITION(S) HELD
- -------------------------- --- ----------------
<S> <C> <C>
William T. Albanese 56 Director and President of Central Concrete Supply Company
Robert S. Walker 57 Director and Executive Vice President of Central Concrete
Supply Company
Neil J. Vannucci 63 Director
Murray S. Simpson 62 Director
</TABLE>
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 ready-mixed 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. 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 National Ready-Mixed Concrete Association 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.
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 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. Mr. Harlan is a
certified public accountant.
Peter T. Dameris has served as one of our directors since May 1999. Mr.
Dameris has served as Chairman of the Board of Directors and Chief Executive
Officer of Metamor Worldwide, Inc., an information technology services company,
since September 1999, where he also served as Executive Vice President of
Corporate Development and Secretary from 1998 to September 1999, as Senior Vice
President, General Counsel and Secretary from September 1996 to 1998 and as Vice
President, General Counsel and Secretary from January 1995 to September 1996.
Before joining Metamor Worldwide, Inc. in January 1995, Mr. Dameris was a
partner with the law firm of Cochran, Rooke and Craft, LLP, with whom he had
been associated since June 1989. Mr. Dameris is also a director of Xpedior
Incorporated, an internet technology solutions company.
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., a
consolidator in the electrical and telecommunications contracting industry,
which Main Street organized. From September 1988 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
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<PAGE> 8
industries. Mr. Foster is also a director of Carriage Services, Inc., a
death-care company. Mr. Foster holds a J.D. degree and is a certified public
accountant.
Michael D. Mitschele has served as one of our directors since May 1999
and has served as President of Baer, one of our subsidiaries, since 1986.
Previously, he served in various other capacities for Baer 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 leadership positions with the NRMCA, 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.
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.
William T. Albanese has served as one of our directors since May 1999
and has served as President of Central, one of our subsidiaries, since 1987.
Previously, he served in various other capacities for Central since 1966.
Robert S. Walker has served as one of our directors since May 1999 and
has served as Executive Vice President of Central since May 1999. From 1965
until May 1999, Mr. Walker served as President of Walker's, one of our
subsidiaries.
Neil J. Vannucci has served as one of our directors since May 1999.
From 1995 until May 1999, Mr. Vannucci served as President of Bay Cities, one of
our subsidiaries. Previously, he served as Vice President of Bay Cities since
October 1982. Before joining Bay Cities, Mr. Vannucci was a self-employed,
registered architect. Mr. Vannucci also serves as a Director of First National
Bank of Northern California, a publicly traded financial institution.
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 NRMCA for
19 years and as chairman of the board from 1997 to 1998. He has also served as a
director of the National Aggregates Association.
YOUR BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE THREE
PERSONS NOMINATED ABOVE FOR ELECTION AS DIRECTORS.
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<PAGE> 9
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND COMMITTEES
DIRECTOR MEETINGS
Our Board met twice and took action by unanimous written consent on 10
occasions during 1999. Mr. Dameris did not attend one meeting of our Board. Our
Board has five standing committees: an Audit Committee; a Compensation
Committee; an Acquisitions Committee; an Executive Committee; and a Nominating
Committee.
AUDIT COMMITTEE
The Audit Committee, which met once during 1999, consists of Messrs.
Dameris, Colson and Simpson. The Audit Committee:
o makes recommendations to the Board regarding the selection of
independent auditors;
o reviews the results and scope of the audit and other services
provided by our auditors; and
o evaluates our financial and accounting control functions.
COMPENSATION COMMITTEE
The Compensation Committee, which did not meet but took action by
unanimous written consent on 15 occasions during 1999, consists of Messrs.
Foster, Dameris and Colson. The Compensation Committee:
o administers our incentive compensation plans and the issuance of
stock under our 1999 Incentive Plan; and
o determines salaries for executive officers and incentive
compensation for senior employees and other key management
personnel.
For additional information concerning the Compensation Committee, see "Report
from the Compensation Committee Regarding Executive Compensation."
ACQUISITIONS COMMITTEE
The Acquisitions Committee, which did not meet but took action by
unanimous written consent on seven occasions during 1999, consists of Messrs.
Foster, Martineau, Harlan, Albanese and Vannucci. The Acquisitions Committee:
o reviews and monitors the strategic direction of our acquisition
program; and
o has the authority to approve acquisitions that do not involve
consideration exceeding limits established by our Board.
EXECUTIVE COMMITTEE
The Executive Committee, which neither met nor took action by unanimous
written consent during 1999, consists of Messrs. Foster, Martineau, Harlan,
Simpson, Albanese and Walker. The Executive Committee has such authority as is
delegated to it from time to time by the full Board. The Board delegated no
authority to the Executive Committee during 1999.
NOMINATING COMMITTEE
The Nominating Committee, which neither met nor took action by
unanimous written consent during 1999, consists of Messrs. Simpson, Walker,
Mitschele and Dameris. The Nominating Committee:
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<PAGE> 10
o interviews and evaluates new candidates for director of U.S.
Concrete;
o recommends to the full Board all nominees for election to the Board
by our stockholders; and
o recommends directors to be elected by the Board to fill vacancies on
the Board.
The Nominating Committee will consider nominees recommended by stockholders.
Stockholders may submit nominations to the Nominating Committee in care of
Corporate Secretary, U.S. Concrete, Inc., 1300 Post Oak Blvd., Suite 1220,
Houston, Texas 77056.
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 pursuant to 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.
EXECUTIVE OFFICERS
The following table provides information about our current executive
officers and key employees:
<TABLE>
<CAPTION>
NAME AGE POSITION(s) HELD
- ---- --- ----------------
<S> <C> <C>
Eugene P. Martineau 60 Director, Chief Executive Officer and President
Michael W. Harlan 39 Director, Senior Vice President and Chief Operating Officer
William T. Albanese 56 Director and President of Central Concrete Supply Company
Raymond C. Turpin 62 Vice President - Technical Marketing and Development *
Terry Green 52 Vice President - Operational Integration *
Charles W. Sommer 35 Vice President and Controller
Donald C. Wayne 33 Vice President, Secretary and General Counsel
</TABLE>
- -----------------
* Key employee.
For a description of the business backgrounds of Messrs. Martineau,
Harlan and Albanese, see "Election of Directors" above.
Raymond C. Turpin has served as our Vice President - Technical
Marketing and Development since January 2000. 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. From 1984 until 1988, Mr. Turpin served as Technical Director of
Williams Brothers Concrete, which was acquired by Blue Circle Cement 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.
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<PAGE> 11
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, Mr. Sommer was Corporate Controller of Apple Orthodontix, Inc. From
February 1996 through January 1997, Mr. Sommer 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. Mr. Sommer is a
certified public accountant.
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. Mr. Wayne holds an M.B.A. and a J.D. degree.
EXECUTIVE COMPENSATION AND OTHER MATTERS
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation we paid during 1999 to
our chief executive officer and the two other executive officers receiving
salary compensation in excess of $100,000 in 1999 (the "named executive
officers"). We did not pay any bonus compensation to the named executive
officers during 1999.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
NAME AND PRINCIPAL POSITION SALARY(1) SHARES UNDERLYING OPTIONS
- ---------------------------- --------- -------------------------
<S> <C> <C>
Eugene P. Martineau, Chief Executive Officer $137,500 225,000
Michael W. Harlan, Chief Financial Officer 137,500 175,000
William T. Albanese, President of Central 116,667 --
</TABLE>
- ---------------
(1) We have employment agreements with each named executive officer which
provide for annualized base compensation in the amounts of $150,000 for
Mr. Martineau, $150,000 for Mr. Harlan and $200,000 for Mr. Albanese.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding stock options we
granted during 1999 to each of the named executive officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
PERCENTAGE OF OF STOCK PRICE APPRECIATION
NUMBER OF SHARES TOTAL OPTIONS EXERCISE FOR OPTION TERM(4)
UNDERLYING OPTIONS GRANTED IN PRICE (PER EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL 1999(2) SHARE)(3) DATE 5% 10%
---- ------------------ --------------- ---------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Eugene P. Martineau 225,000 15.79% $8.00 5/25/09 $1,132,010 $2,868,728
Michael W. Harlan 175,000 12.28 8.00 5/25/09 880,452 2,231,233
William T. Albanese -- -- -- -- -- --
</TABLE>
- ---------------
(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 1,425,156 shares subject to options granted in
1999 to our employees, directors and consultants, including the named
executive officers.
(3) We granted options at an exercise price 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.
9
<PAGE> 12
1999 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, 1999:
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT MONEY OPTIONS AT
DECEMBER 31, 1999 DECEMBER 31, 1999(1)
------------------------------------ ----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------------- ----------------- ----------------- ----------------
<S> <C> <C> <C>
Eugene P. Martineau............... -- 225,000 -- --
Michael W. Harlan................. -- 175,000 -- --
William T. Albanese............... -- -- -- --
</TABLE>
- ---------------
(1) Based on the closing price of $6.00 for our common stock on The Nasdaq
Stock Market(R)on December 31, 1999.
EMPLOYMENT AGREEMENTS
We have entered into employment agreements with Messrs. Martineau,
Harlan and Albanese. Each of these agreements:
o provides for an annual minimum base salary;
o entitles the employee to participate in all our compensation plans
in which our executive officers participate; and
o has an initial term of three years.
Each agreement is subject to an automatic daily extension beginning in
the third year of the initial term so that, beginning with that third year, the
agreement 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 the longer of (1)
the balance of the initial term or (2) 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's agreement, the severance
period will extend for three years if we terminate him other than for cause. In
each of Messrs. Martineau's and Harlan's agreement, "good reason" includes a
change of control of our company. If a change of control occurs, (1) each of
Messrs. Martineau and Harlan 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 the remainder of the employee's initial term of employment or, if
longer, 24 months, and (2) vesting would be accelerated on all outstanding stock
options previously granted to Messrs. Martineau and Harlan. 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 1999, Messrs. Foster, Dameris and Colson served as members of the
Compensation Committee. Mr. Foster is a senior managing director of Main Street
Equity Ventures II, L.P. Main Street advanced funds to us from August 1998 until
May 1999 totaling $1.7 million to enable us to pay our expenses in connection
with our efforts to effect our initial six acquisitions and our IPO. We repaid
the advances plus interest accrued at the rate of 6% per year from the gross
proceeds from our IPO. Mr. Dameris is an investor in Main Street.
10
<PAGE> 13
CERTAIN TRANSACTIONS
ORGANIZATIONAL TRANSACTIONS
We issued and sold 200 shares of our common stock in October 1997 to
Main Street for $10 per share. Mr. Foster, the chairman of our Board, is a
managing director of Main Street. In December 1998, we issued and sold 20 shares
of common stock to Mr. Martineau, our chief executive officer and one of our
directors, for $10 per share. At that time, we also issued and sold 15 shares of
common stock to Mr. Harlan, our chief financial officer and one of our
directors, together with his family trust, for $10 per share. As a result of a
March 1999 10,000-for-1 stock split of all these shares and a subsequent
reclassification of Main Street's shares, at the time of our IPO Main Street
owned 1,602,255 shares of common stock, Mr. Martineau owned 200,000 shares of
common stock and Mr. Harlan, together with his family trust, owned 150,000
shares of common stock.
In March 1999, following the stock split, we issued 801,000 shares of
common stock to American Ready-Mix, L.L.C. for nominal consideration. Mr.
Martineau and Mr. Murray S. Simpson, who became one of our directors upon the
completion of our IPO, each owned an equity interest in American Ready-Mix at
the time of such issuance. Also in March 1999, we issued 50,000 shares to Mr.
Charles Sommer, our corporate controller, and 25,000 shares to each of Messrs.
John R. Colson and Peter T. Dameris, who became members of our board upon the
completion of our IPO, in each case for nominal consideration.
Main Street advanced funds to us from August 1998 until May 1999
totaling $1.7 million to enable us to pay our expenses in connection with our
efforts to effect our initial six acquisitions and our IPO. We repaid the
advances plus interest accrued at the rate of 6% per year from the gross
proceeds from our IPO.
Concurrently with our IPO, we acquired, in separate transactions,
Central Concrete Supply Co., Inc., Walker's Concrete, Inc., Bay Cities Building
Materials Co., Inc., Opportunity Concrete Corporation, Baer Concrete,
Incorporated and Santa Rosa Cast Products Co. We paid a total of $27.2 million
in cash and issued 8,985,288 shares of common stock to acquire these six
businesses. We also assumed all the indebtedness of the six businesses, totaling
approximately $23.5 million.
The table below shows the consideration we paid to purchase each of the
six businesses, including increases or decreases in cash amounts which resulted
from post-closing working-capital adjustments. The cash column excludes
approximately $600,000 the owner of Baer used immediately after the closing of
our IPO to purchase from Baer for cash, at no more than their respective fair
market value, life insurance policies, notes owed by his family members and
other assets.
<TABLE>
<CAPTION>
SHARES OF
CASH COMMON STOCK
------------ ------------
<S> <C> <C>
Central........................................................ $ 2,478,000 3,120,130
Walker's....................................................... 9,077,000 2,234,339
Bay Cities..................................................... 10,744,000 1,871,310
Opportunity.................................................... 1,814,000 1,034,291
Baer........................................................... 1,200,000 423,529
Santa Rosa..................................................... 1,861,000 301,689
------------ -----------
Total.................................................... $ 27,174,000 8,985,288
============ ===========
</TABLE>
Certain stockholders of the six businesses, who are our directors,
executive officers or key employees, guaranteed indebtedness or other
obligations of their businesses. We terminated those guarantees following the
completion of our IPO.
We negotiated the purchase price we paid for each of the six businesses
through arm's-length negotiations between us and one or more owners or
representatives of that business. We used the same general valuation methodology
to determine the purchase price we were willing to pay for each business. Our
valuation methodology included a combination of discounted cash flow analyses,
comparisons to other recent acquisition transactions in our
11
<PAGE> 14
industry and comparisons of the resulting valuation multiples to other
acquisitions. We did not rely on any independent appraisal to determine our
valuations.
In the acquisition agreements, all principal owners of each of the
businesses agreed not to compete with us for a period of five years commencing
on our IPO closing date.
ACQUISITIONS INVOLVING DIRECTORS, OFFICERS AND STOCKHOLDERS
Persons who are our directors, executive officers or beneficial owners
of 5% or more of our common stock received the following consideration in the
acquisitions for their equity interests in their businesses on completion of our
IPO, including increases or decreases in cash amounts which resulted from
post-closing adjustments:
<TABLE>
<CAPTION>
SHARES OF
CASH COMMON STOCK
------------ ------------
<S> <C> <C>
William T. Albanese(1)......................................... $ 1,043,000 1,313,575
Thomas J. Albanese(1).......................................... 1,043,000 1,313,575
Michael D. Mitschele(2)........................................ 1,200,000 423,529
Murray S. Simpson(3)........................................... 415,000 233,760
Neil J. Vannucci............................................... 5,154,000 897,667
Robert S. Walker(4)............................................ 9,077,000 2,234,339
------------ ----------
Total.................................................... $ 17,932,000 6,416,445
============ ==========
</TABLE>
(1) Includes amounts received as co-trustee of a trust.
(2) Excludes approximately $600,000 in cash Mr. Mitschele used immediately
after the closing of our IPO to purchase life insurance policies and other
assets from Baer.
(3) Includes amounts received by Mr. Simpson or his wife as trustees of trusts
and amounts deemed received by Mr. Simpson or his family through American
Ready-Mix.
(4) Includes amounts deemed beneficially received as co-trustee of a trust and
as general partner of a limited partnership.
For a discussion of how we determined the amount of consideration we
paid for each of the six businesses we initially acquired, see "- Organizational
Transactions."
In February 2000, Robert S. Beall became the beneficial owner of
approximately $38.7 million in cash and 1,648,022 shares of common stock in
consideration for the acquisition of his equity interests in Beall Industries,
Inc., Atlas Concrete, Inc., Atlas-Tuck Concrete, Inc., Stokes Transit-Mix, Inc.
and Beall Trucking, Inc., excluding increases or decreases in the cash amount
which may result from post-closing working capital adjustments.
REAL ESTATE AND OTHER TRANSACTIONS
Upon the 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 Baer. 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 initial annual rentals we must pay during
the initial lease terms:
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
FACILITIES ANNUAL RENTALS
---------- --------------
<S> <C> <C>
Central............................................................ 2 $272,400
Baer............................................................... 2 228,000
</TABLE>
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 Baer, became members of our board of directors upon the
completion of our IPO.
12
<PAGE> 15
In January 1999, Central distributed to its former stockholders one of
the facilities we lease from them. The facility had a book value of
approximately $1.1 million at the time of distribution.
Central purchases aggregates and related services from time to time
from a company owned by two trusts of which William T. Albanese and Thomas J.
Albanese are co-trustees. Central's purchases from this company totaled $104,000
in 1997, $274,000 in 1998, and $233,000 in 1999.
Walker's uses a company Robert S. Walker owns for raw materials
trucking services. Walker's paid this company $657,000 in 1997, $772,000 in
1998, and $832,000 in 1999 for these hauling services. We believe the financial
and other terms on which this company performs these services are fair and
substantially equivalent to terms we could obtain from an unaffiliated third
party. Mr. Walker became one of our directors upon completion of our IPO.
Immediately following the completion of our IPO, Michael D. Mitschele,
the former owner of Baer, used approximately $600,000 of his cash proceeds from
our acquisition of Baer to purchase from Baer life insurance policies, notes
owed by his family members, and other assets, for their respective fair market
values. Mr. Mitschele became one of our directors upon the completion of our
IPO.
Upon completion of our acquisition of Beall Industries and other
companies formerly beneficially owned by Robert S. Beall, we entered into eight
new facilities leases with former stockholders or affiliates of former
stockholders of these companies. 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 $251,000 in annual rent during the initial terms of
these leases. We believe these rentals represent fair market rates.
At various times in 1999, Main Street rendered services to us in
connection with our acquisition program. We reimbursed Main Street $180,000 in
1999 for these services and for rent of office space. We believe the amount we
paid to Main Street for these salaries and rent was fair and substantially
equivalent to amounts we would have paid to an unaffiliated third party.
COMPANY POLICY
Except as we describe above, we expect any future transactions with our
directors, officers, employees or affiliates will be minimal and will, in any
case, be approved by a majority of our board, including a majority of its
disinterested members.
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 holding 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 1999 filings were
satisfied on a timely basis, except that each of Messrs. Mitschele, Simpson,
Foster and Martineau failed to timely report one transaction. 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 FROM THE COMPENSATION COMMITTEE
REGARDING EXECUTIVE COMPENSATION
The Compensation 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 such goals. None of the members of the Committee
is a current or former employee or officer of U.S. Concrete.
13
<PAGE> 16
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 for
such management personnel. Finally, the Committee believes it must compensate
fairly our executive officers for their contributions to our short-term and
long-term performance. The Committee uses annual base salaries, annual bonuses
and equity incentives to achieve its 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 is aware that
base salaries of our executive officers are below those paid by other comparably
sized, publicly traded companies. The Committee intends to review 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 $137,500 during 1999.
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 cash bonus for meeting certain financial, operational and
personal goals set on an annual basis beginning with the year 2000. 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. Neither Mr.
Martineau nor any other executive officer received a bonus for 1999.
INCENTIVE COMPENSATION
The Committee grants executives discretionary annual stock options
under the 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.
In connection with the IPO, the Committee granted options to purchase a
total of 605,000 shares of common stock to executive officers during 1999. All
of 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 1999, Mr. Martineau received an option to purchase 225,000 shares of
common stock with an exercise price of $8.00 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. As of March 31, 2000, Mr. Martineau owned 314,255
shares of common stock and held options to purchase a total of 225,000 shares.
The Committee believes that this equity interest provides an appropriate link to
the interests of stockholders.
This report is furnished by the Compensation Committee of the Board of
Directors.
John R. Colson, Chairman
Vincent D. Foster
Peter T. Dameris
14
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares, for the period from May 26, 1999, the
date of our IPO, to December 31, 1999, 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 eight 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 Southdown, Inc.,
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.
COMPARISON OF CUMULATIVE TOTAL RETURN
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
5/26/99 5/31/99 6/30/99 7/31/99 8/31/99 9/30/99 10/31/99 11/30/99 12/31/99
------- ------- ------- ------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
U.S. Concrete 100.00 110.94 118.75 125.00 83.59 101.56 77.34 89.06 75.00
- --------------------------------------------------------------------------------------------------------------------
Peer Group 100.00 99.13 102.80 94.16 86.25 82.97 82.73 79.78 84.14
- --------------------------------------------------------------------------------------------------------------------
S&P 500 100.00 108.12 114.12 110.56 110.01 106.99 113.76 116.08 122.91
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE> 18
PROPOSAL NO. 2
APPROVAL OF THE U.S. CONCRETE, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
GENERAL
On March 29, 2000, the Compensation Committee adopted the U.S.
Concrete, Inc. 2000 Employee Stock Purchase Plan. If approved by the
stockholders at the Annual Meeting, the purchase plan will become effective July
1, 2000.
The purpose of the purchase plan is to permit us to attract, retain and
motivate valued employees by providing them an opportunity to purchase shares of
our common stock. Our Board believes that adopting the purchase plan will be
beneficial to us and requests that the stockholders approve the purchase plan.
DESCRIPTION OF THE PURCHASE PLAN
The following summarizes the principal provisions of the purchase plan,
a copy of which is an appendix to this proxy statement.
GENERAL. The purchase plan intends to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986. At the
beginning of each offering under the purchase plan, each participant will be
granted the right to purchase, through accumulated payroll deductions, up to the
number of shares of common stock determined on the first day of the offering.
The purchase right will be automatically exercised on the last day of each
offering unless the participant withdraws from participation in the purchase
plan prior to that date.
SHARES SUBJECT TO PLAN. We have reserved 1,000,000 shares of common
stock for use under the purchase plan. Beginning January 1, 2001 and continuing
each January 1 thereafter, the number of shares available for that use will be
increased by an amount equal to the lesser of (1) 1,000,000 shares or (2) an
amount of shares determined by the Committee. The number of shares issuable
under the purchase plan will be subject to appropriate adjustment for a stock
dividend, stock split, reverse stock split, recapitalization, combination,
reclassification or similar change in our capital structure or if we effect a
capital reorganization, sell our assets or merge with another entity. If any
purchase right expires or terminates, the shares subject to the unexercised
portion of that purchase right will be available for reissuance under the
purchase plan.
ADMINISTRATION. The Compensation Committee of the Board will administer
the purchase plan. The Committee will determine the terms and conditions of the
purchase rights granted under the purchase plan and will interpret the purchase
plan and purchase rights granted under the purchase plan. All determinations of
the Committee will be final and binding on all participants in the purchase plan
or any purchase rights. The purchase plan provides, subject to certain
limitations, for indemnification by us of any director, officer or employee
against all reasonable expenses, including attorneys' fees, incurred in
connection with any legal action arising from that person's action or failure to
act in administering the purchase plan.
ELIGIBILITY. Any employee designated by the Committee for inclusion in
the purchase plan is eligible to participate in an offering under the purchase
plan, so long as the employee is customarily employed for at least (1) 20 hours
per week and (2) five months per calendar year. However, no employee who owns or
holds options to purchase, or who would own or hold options to purchase, as a
result of participation in the purchase plan, five percent or more of our total
combined outstanding shares of common stock, is entitled to participate in the
purchase plan. As of March 31, 2000, approximately 1,300 employees would be
eligible to participate in the purchase plan.
OFFERINGS. Generally, each offering of common stock under the purchase
plan will be for a period of six months. Offering periods under the purchase
plan are sequential, with a new offering period beginning every six months.
Offering periods will generally commence on the first days of January and July
of each year and end on the last days of the following June and December. The
first offering period will commence on July 1, 2000, and will end
16
<PAGE> 19
on December 31, 2000. Shares will be purchased on the last day of each offering
period. The Committee may establish a different term for one or more offerings
or different commencement or ending dates for an offering.
PARTICIPATION AND PURCHASE OF SHARES. Participation in the purchase
plan will be limited to eligible employees who authorize payroll deductions
prior to the start of an offering period. The amount deducted under the purchase
plan from a participant's compensation on each payday during an offering period
will be determined by the participant's subscription agreement. The subscription
agreement will provide for the percentage of the participant's compensation to
be deducted on each payday during an offering period in whole percentages of
initially not less than one percent (except as a result of an election to stop
payroll deductions made effective after the first payday during an offering) or
more than 10%; however, the Committee may change the percentage limits on
payroll deductions effective as of any future offering date. Once an employee
becomes a participant in the purchase plan, that employee will automatically
participate in each successive offering period until that employee withdraws
from the purchase plan, becomes ineligible to participate in the purchase plan
or terminates employment.
Under the purchase plan, no participant may purchase shares of common
stock having a fair market value exceeding $25,000 in any calendar year
(measured by the fair market value of the common stock on the first day of the
offering period in which the shares are purchased).
At the end of each offering period, we will issue to each participant
in the offering the number of shares of common stock determined by dividing the
amount of payroll deductions accumulated for the participant during that
offering period by the purchase price. The price per share that shares will be
sold at the end of an offering period generally will equal 85% of the lesser of
the fair market value per share of the common stock on the first day of the
offering period or the last day of the offering period. On April 10, 2000, the
closing price of a share of our common stock was $6.1875, as quoted on The
Nasdaq Stock Market. Any payroll deductions under the purchase plan not applied
to the purchase of shares will be returned to the participant, unless the amount
remaining is less than the amount necessary to purchase a whole share of common
stock, in which case the remaining amount may be applied to the next offering
period.
A participant may withdraw from an offering at any time without
affecting his or her eligibility to participate in future offerings. However,
once a participant withdraws from an offering, that participant may not again
participate in the same offering.
CHANGE IN CONTROL. The purchase plan provides that, in the event of (1)
a sale or exchange by the stockholders of more than 50% of our common stock, (2)
a merger or consolidation in which we are a party, (3) the sale, exchange or
transfer of all or substantially all of our assets or (4) our liquidation or
dissolution where, upon any such event, the stockholders immediately before that
event do not retain beneficial ownership of at least 50% of the total combined
voting power of our common stock or the corporation to which our assets were
transferred, the acquiring or successor corporation may assume our rights and
obligations under the purchase plan or substitute substantially equivalent
purchase rights for that corporation's stock. If the acquiring or successor
corporation elects not to assume or substitute for the outstanding purchase
rights, the Committee may adjust the last day of the offering period to a date
on or before the date of the change in control. Any purchase rights not assumed,
substituted for, or exercised prior to the change in control will terminate.
TERMINATION OR AMENDMENT. The purchase plan will continue until
terminated by the Committee or until all of the shares reserved for issuance
under the plan have been issued. The Committee may at any time amend or
terminate the purchase plan, except that the approval of the stockholders is
required within 12 months of the adoption of any amendment increasing the number
of shares authorized for issuance under the purchase plan or changing the
definition of the corporations which the Committee may designate as corporations
the employees of which may participate in the purchase plan.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES. The following summary is
intended only as a general guide as to the United States federal income tax
consequences under current law of participation in the purchase plan and does
not attempt to describe all possible federal or other tax consequences of such
participation or tax consequences based on particular circumstances.
17
<PAGE> 20
A participant recognizes no taxable income either as a result of
commencing to participate in the purchase plan or purchasing shares of our
common stock under the purchase plan.
If a participant disposes of shares purchased under the purchase plan
within two years from the first day of the applicable offering period or within
one year from the purchase date (a "disqualifying disposition"), the participant
will realize ordinary income in the year of that disposition equal to the amount
by which the fair market value of the shares on the purchase date exceeds the
purchase price. The amount of the ordinary income will be added to the
participant's basis in the shares, and any additional gain or resulting loss
recognized on the disposition of the shares will be a capital gain or loss. A
capital gain or loss will be long-term if the participant's holding period is
more than 12 months.
If the participant disposes of shares purchased under the purchase plan
at least two years after the first day of the applicable offering period and at
least one year after the purchase date, the participant will realize ordinary
income in the year of disposition equal to the lesser of (1) the excess of the
fair market value of the shares on the date of disposition over the purchase
price or (2) 15% of the fair market value of the shares on the first day of the
applicable offering period. The amount of any ordinary income will be added to
the participant's basis in the shares, and any additional gain recognized upon
the disposition after the basis adjustment will be a long-term capital gain. If
the fair market value of the shares on the date of disposition is less than the
purchase price, there will be no ordinary income and any loss recognized will be
a long-term capital loss.
If the participant still owns the shares at the time of death, the
lesser of (1) the excess of the fair market value of the shares on the date of
death over the purchase price or (2) 15% of the fair market value of the shares
on the first day of the offering period in which the shares were purchased will
constitute ordinary income in the year of death.
We should be entitled to a deduction in the year of a disqualifying
disposition equal to the amount of ordinary income recognized by the participant
as a result of the disposition, except to the extent that deduction is limited
by applicable provisions of the Code or the regulations thereunder. In all other
cases, we are not allowed a deduction.
VOTE REQUIRED
Assuming the presence of a quorum, the proposal to approve the 2000
Employee Stock Purchase Plan requires the affirmative vote of the holders of a
majority of the shares of common stock present in person or by proxy and
entitled to vote at the Annual Meeting. The enclosed form of proxy provides a
means for you to vote for the 2000 Employee Stock Purchase Plan, to vote against
it or abstain from voting with respect to it. Each proxy received in time for
the Annual Meeting will be voted as specified in the proxy. IF YOU EXECUTE AND
RETURN A PROXY, BUT DO NOT SPECIFY HOW TO VOTE THE SHARES REPRESENTED BY YOUR
PROXY, THE PERSONS NAMED AS PROXIES WILL VOTE SUCH SHARES FOR THE APPROVAL OF
THE 2000 EMPLOYEE STOCK PURCHASE PLAN. To determine whether this proposal has
received the requisite number of affirmative votes, abstentions will have the
same effect as votes against the proposal, while broker non-votes will not
affect the vote.
YOUR BOARD RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE 2000 EMPLOYEE
STOCK PURCHASE PLAN.
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board has selected Arthur Andersen LLP to serve as our independent
auditors for 2000. Although stockholder ratification is not required, the Board
has directed that such appointment be submitted to the stockholders for
ratification at the Annual Meeting. Arthur Andersen LLP has served as our
independent auditors since 1998. We expect a representative of Arthur Andersen
LLP to attend the Annual Meeting and to be available to respond to appropriate
questions. The representative will have an opportunity to make a statement if he
or she desires to do so.
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Assuming the presence of a quorum, the affirmative vote of a majority
of the votes cast on the proposal is necessary to ratify the selection of Arthur
Andersen LLP as our independent auditors for 2000. The enclosed form of proxy
provides a means for you to vote for the ratification of selection of
independent auditors, to vote against it or to abstain from voting with respect
to it. IF YOU EXECUTE AND RETURN A PROXY, BUT DO NOT SPECIFY HOW TO VOTE THE
SHARES REPRESENTED BY YOUR PROXY, THE PERSONS NAMED AS PROXIES WILL VOTE FOR THE
RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS. In
determining whether this item has received the requisite number of affirmative
votes, abstentions will have the same effect as votes against the proposal,
while broker non-votes will not affect the vote.
YOUR BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR 2000.
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 $4,000.
OTHER INFORMATION
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
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
information specified in our bylaws not more than 120 days nor less than 90 days
prior to the first anniversary of our preceding year's annual meeting. These
requirements are in addition to the SEC's requirements that a stockholder must
comply with to have a stockholder proposal included in our proxy statement.
Stockholders may obtain a copy of our bylaws by writing to Corporate Secretary,
U.S. Concrete, Inc., 1300 Post Oak Blvd., Suite 1220, Houston, Texas 77056.
We must receive stockholder proposals for our 2001 Annual Meeting of
Stockholders between January 16, 2001 and February 15, 2001 to be eligible for
inclusion in our proxy materials for that meeting. Stockholders must deliver the
proposals to Corporate Secretary, U.S. Concrete, Inc., 1300 Post Oak Blvd.,
Suite 1220, Houston, Texas 77056. In addition, the proxy solicited by our Board
for the 2001 Annual Meeting of Stockholders will confer discretionary authority
to vote on any stockholder proposal raised at that meeting that is not described
in the proxy statement for that meeting unless we receive notice of the proposal
on or before February 15, 2001.
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
Donald C. Wayne
Corporate Secretary
Houston, Texas
April 18, 2000
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APPENDIX A
U.S. CONCRETE, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1 ESTABLISHMENT. The U.S. Concrete, Inc. 2000 Employee Stock
Purchase Plan (the "Plan") is hereby established effective as of March 29, 2000
(the "Effective Date"), provided the Plan is approved by the stockholders of the
Company within twelve (12) months thereafter.
1.2 PURPOSE. The purpose of the Plan is to align the interests
of the Company with its stockholders by providing an incentive to attract,
retain and reward Eligible Employees of the Participating Company Group and by
motivating such persons to contribute to the growth and profitability of the
Participating Company Group. The Plan provides such Eligible Employees with an
opportunity to acquire a proprietary interest in the Company through the
purchase of Stock. The Company intends that the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Code (including any amendments or
replacements of such section), and the Plan shall be so construed.
1.3 TERM OF PLAN. The Plan shall continue in effect until the
earlier of its termination by the Board or the date on which all of the shares
of Stock available for issuance under the Plan have been issued.
2. DEFINITIONS AND CONSTRUCTION.
2.1 DEFINITIONS. Any term not expressly defined in the Plan
but defined for purposes of Section 423 of the Code shall have the same
definition herein. Whenever used herein, the following terms shall have their
respective meanings set forth below:
(a) "Board" means the Board of Directors of the
Company. If one or more Committees have been appointed by the Board to
administer the Plan, "Board" also means such Committee(s).
(b) "Code" means the Internal Revenue Code of 1986,
as amended, and any applicable regulations promulgated thereunder.
(c) "Committee" means a committee of the Board duly
appointed to administer the Plan and having such powers as shall be
specified by the Board. Unless the powers of the Committee have been
specifically limited, the Committee shall have all of the powers of the
Board granted herein, including, without limitation, the power to amend
or terminate the Plan at any time, subject to the terms of the Plan and
any applicable limitations imposed by law.
(d) "Company" means U.S. Concrete, Inc., a Delaware
corporation, or any successor corporation thereto.
(e) "Compensation" means, with respect to any
Offering Period, base wages or salary, commissions, overtime, bonuses,
annual cash awards, other cash incentive payments and all other
compensation paid in cash during such Offering Period before deduction
for any contributions to any plan maintained by a Participating Company
and described in Section 401(k) or Section 125 of the Code.
Compensation shall not include reimbursements of expenses, allowances,
long-term disability, workers' compensation or any amount deemed
received without the actual transfer of cash or any amounts directly or
indirectly paid pursuant to the Plan or any other stock purchase or
stock option plan.
(f) "Eligible Employee" means an Employee who meets
the requirements set forth in Section 5 for eligibility to participate
in the Plan.
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(g) "Employee" means a person treated as an employee
of a Participating Company for purposes of Section 423 of the Code. A
Participant shall be deemed to have ceased to be an Employee either
upon an actual termination of employment or upon the corporation
employing the Participant ceasing to be a Participating Company. For
purposes of the Plan, an individual shall not be deemed to have ceased
to be an Employee while such individual is on any military leave, sick
leave or other bona fide leave of absence approved by the Company of 90
days or less. In the event an individual's leave of absence exceeds 90
days, the individual shall be deemed to have ceased to be an Employee
on the 91st day of such leave unless the individual's right to
reemployment with the Participating Company Group is guaranteed either
by statute or by contract. The Company shall determine in good faith
and in the exercise of its discretion whether an individual has become
or has ceased to be an Employee and the effective date of such
individual's employment or termination of employment, as the case may
be. For purposes of an individual's participation in or other rights,
if any, under the Plan as of the time of the Company's determination,
all such determinations by the Company shall be final, binding and
conclusive, notwithstanding that the Company or any governmental agency
subsequently makes a contrary determination.
(h) "Fair Market Value" means, as of any date, the
closing price of a share of Stock on the principal national securities
exchange on which the Stock is then listed or admitted to trading, if
the Stock is then listed or admitted to trading on any national
securities exchange. The closing price shall be the last reported sale
price or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, as reported by said exchange. If the
Stock is not then so listed on a national securities exchange, the Fair
Market Value shall be deemed to be the closing price of a share of
Stock (or the mean of the closing bid and asked prices if the Stock is
so quoted instead) as quoted on the Nasdaq National Market, the Nasdaq
Small-Cap Market or such other market system or regional securities
exchange constituting the primary market for the Stock, as reported in
The Wall Street Journal or such other source as the Company deems
reliable. If the relevant date does not fall on a day on which the
Stock has traded on such securities exchange or market system, the date
on which the Fair Market Value shall be established shall be the last
day on which the Stock was so traded prior to the relevant date, or
such other appropriate day as shall be determined by the Board, in its
sole discretion. If there is then no public market for the Stock, the
Fair Market Value on any relevant date shall be as determined by the
Board.
(i) "Offering" means an offering of Stock as provided
in Section 6.
(j) "Offering Date" means, for any Offering, the
first day of the Offering Period with respect to such Offering.
(k) "Offering Period" means a period established in
accordance with Section 6.1.
(l) "Parent Corporation" means any present or future
"parent corporation" of the Company, as defined in Section 424(e) of
the Code.
(m) "Participant" means an Eligible Employee who has
become a participant in an Offering Period in accordance with Section 7
and remains a participant in accordance with the Plan.
(n) "Participating Company" means the Company or any
Parent Corporation or Subsidiary Corporation designated by the Board as
a corporation the Employees of which, if Eligible Employees, may
participate in the Plan. The Board shall have the sole and absolute
discretion to determine from time to time which Parent Corporations or
Subsidiary Corporations shall be Participating Companies.
(o) "Participating Company Group" means, at any point
in time, the Company and all other corporations collectively that are
then Participating Companies.
(p) "Purchase Date" means, for any Offering Period
(or Purchase Period, if so determined by the Board in accordance with
Section 6.2), the last day of such period.
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(q) "Purchase Period" means a period, if any,
established in accordance with Section 6.2.
(r) "Purchase Price" means the price at which a share
of Stock may be purchased under the Plan, as determined in accordance
with Section 9.
(s) "Purchase Right" means an option granted to a
Participant pursuant to the Plan to purchase such shares of Stock as
provided in Section 8, which the Participant may or may not exercise
during the Offering Period in which such option is outstanding. Such
option arises from the right of a Participant to withdraw any
accumulated payroll deductions of the Participant not previously
applied to the purchase of Stock under the Plan and to terminate
participation in the Plan at any time during an Offering Period.
(t) "Stock" means the common stock of the Company, as
adjusted from time to time in accordance with Section 4.2.
(u) "Subscription Agreement" means a written
agreement in such form as specified by the Company, stating an
Employee's election to participate in the Plan and authorizing payroll
deductions under the Plan from the Employee's Compensation.
(v) "Subscription Date" means the last business day
prior to the Offering Date of an Offering Period or such earlier date
as the Company shall establish.
(w) "Subsidiary Corporation" means any present or
future "subsidiary corporation" of the Company, as defined in Section
424(f) of the Code.
2.2 CONSTRUCTION. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of the Plan. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular. Use
of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.
3. ADMINISTRATION.
3.1 ADMINISTRATION BY THE BOARD. The Plan shall be
administered by the Board. All questions of interpretation of the Plan, of any
form of agreement or other document employed by the Company in the
administration of the Plan or of any Purchase Right shall be determined by the
Board and shall be final and binding upon all persons having an interest in the
Plan or the Purchase Right. Subject to the provisions of the Plan, the Board
shall determine all of the relevant terms and conditions of Purchase Rights
granted pursuant to the Plan; provided, however, that all Participants granted
Purchase Rights pursuant to the Plan shall have the same rights and privileges
within the meaning of Section 423(b)(5) of the Code. All expenses incurred in
connection with the administration of the Plan shall be paid by the Company.
3.2 AUTHORITY OF OFFICERS. Any officer of the Company shall
have the authority to act on behalf of the Company with respect to any matter,
right, obligation, determination or election that is the responsibility of or
that is allocated to the Company herein, provided that the officer has apparent
authority with respect to such matter, right, obligation, determination or
election.
3.3 POLICIES AND PROCEDURES ESTABLISHED BY THE COMPANY. The
Company may, from time to time, consistent with the Plan and the requirements of
Section 423 of the Code, establish, change or terminate such rules, guidelines,
policies, procedures, limitations or adjustments as deemed advisable by the
Company, in its sole discretion, for the proper administration of the Plan,
including, without limitation, (a) a minimum payroll deduction amount required
for participation in an Offering, (b) a limitation on the frequency or number of
changes permitted in the rate of payroll deduction during an Offering, (c) an
exchange ratio applicable to amounts withheld in a currency other than United
States dollars, (d) a payroll deduction greater than or less than the amount
designated by a Participant in order to adjust for the Company's delay or
mistake in processing a Subscription Agreement or in otherwise effecting a
Participant's election under the Plan or as advisable to comply with the
requirements of Section 423 of the Code and
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(e) determination of the date and manner by which the Fair Market Value of a
share of Stock is determined for purposes of administration of the Plan.
4. SHARES SUBJECT TO PLAN.
4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment
as provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be 1,000,000, cumulatively increased on
January 1, 2001 and each January 1 thereafter by an amount equal to the lesser
of (a) 1,000,000 shares or (b) an amount of shares determined by the Board, and
shall consist of authorized but unissued or reacquired shares of Stock, or any
combination thereof. If an outstanding Purchase Right for any reason expires or
is terminated or canceled, the shares of Stock allocable to the unexercised
portion of such Purchase Right shall again be available for issuance under the
Plan.
4.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event
of any stock dividend, stock split, reverse stock split, recapitalization,
combination, reclassification or similar change in the capital structure of the
Company, or in the event of any merger (including a merger effected for the
purpose of changing the Company's domicile), sale of assets or other
reorganization in which the Company is a party, appropriate adjustments (as
determined by the Board in its sole discretion) shall be made in (a) the number
and class of shares subject to the Plan and each Purchase Right and (b) the
Purchase Price. If a majority of the shares that are of the same class as the
shares that are subject to outstanding Purchase Rights are exchanged for,
converted into or otherwise become (whether or not pursuant to an Ownership
Change Event, as defined in Section 14) shares of another corporation (the "New
Shares"), the Board may unilaterally amend the outstanding Purchase Rights to
provide that such Purchase Rights are exercisable for New Shares. In the event
of any such amendment, the number of shares subject to the outstanding Purchase
Rights and the Purchase Price for those shares shall be adjusted in a fair and
equitable manner, as determined by the Board, in its sole discretion.
Notwithstanding the foregoing, any fractional share resulting from an adjustment
pursuant to this Section 4.2 shall be rounded down to the nearest whole number,
and in no event may the Purchase Price be decreased to an amount less than the
par value, if any, of the stock subject to the Purchase Right. The adjustments
determined by the Board pursuant to this Section 4.2 shall be final, binding and
conclusive.
5. ELIGIBILITY.
5.1 EMPLOYEES ELIGIBLE TO PARTICIPATE. Each Employee of a
Participating Company is eligible to participate in the Plan and shall be deemed
an Eligible Employee except the following:
(a) any Employee who is customarily employed by the
Participating Company Group for 20 hours or less per week; and
(b) any Employee who is customarily employed by the
Participating Company Group for not more than five months in any
calendar year.
5.2 EXCLUSION OF CERTAIN STOCKHOLDERS. Notwithstanding any
provision of the Plan to the contrary, no Employee shall be granted a Purchase
Right under the Plan if, immediately after such grant, such Employee would own
or hold options to purchase stock of the Company or of any Parent Corporation or
Subsidiary Corporation possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of such corporation, as
determined in accordance with Section 423(b)(3) of the Code. For purposes of
this Section 5.2, the attribution rules of Section 424(d) of the Code shall
apply in determining the stock ownership of such Employee.
6. OFFERINGS.
6.1 OFFERING PERIODS. Except as otherwise set forth below, the
Plan shall be implemented by sequential Offerings of approximately six months
duration (an "Offering Period"). The first Offering Period shall commence on
July 1, 2000 and end on December 31, 2000. Subsequent Offerings shall commence
on the first day of January and July of each year and end on the last day of the
following June and December, respectively, occurring thereafter. Notwithstanding
the foregoing, the Board may establish a different duration for one or more
future Offering Periods or different commencing or ending dates for such
Offering Periods; provided, however, that no Offering Period
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may have a duration exceeding twenty-seven (27) months. If the first or last day
of an Offering Period is not a day on which the national or regional securities
exchange or market system constituting the primary market for the Stock is open
for trading, the Company shall specify the trading day that will be deemed the
first or last day, as the case may be, of the Offering Period.
6.2 PURCHASE PERIODS. If the Board so determines, in its sole
discretion, each Offering Period may consist of two or more consecutive Purchase
Periods having such duration as the Board shall specify, and the last day of
each Purchase Period shall be a Purchase Date. If the first or last day of a
Purchase Period is not a day on which the national or regional securities
exchange or market system constituting the primary market for the Stock is open
for trading, the Company shall specify the trading day that will be deemed the
first or last day, as the case may be, of the Purchase Period.
7. PARTICIPATION IN THE PLAN.
7.1 INITIAL PARTICIPATION. An Eligible Employee may become a
Participant in an Offering Period by delivering a properly completed
Subscription Agreement to the office designated by the Company not later than
the close of business for such office on the Subscription Date established by
the Company for such Offering Period. An Eligible Employee who does not deliver
a properly completed Subscription Agreement to the Company's designated office
on or before the Subscription Date for an Offering Period shall not participate
in the Plan for that Offering Period or for any subsequent Offering Period
unless such Eligible Employee subsequently delivers a properly completed
Subscription Agreement to the appropriate office of the Company on or before the
Subscription Date for such subsequent Offering Period. An Employee who becomes
an Eligible Employee after the Offering Date of an Offering Period shall not be
eligible to participate in such Offering Period but may participate in any
subsequent Offering Period provided that Employee is still an Eligible Employee
as of the Offering Date of such subsequent Offering Period.
7.2 CONTINUED PARTICIPATION. A Participant shall automatically
participate in the next Offering Period commencing immediately after the final
Purchase Date of each Offering Period in which the Participant participates
provided that such Participant remains an Eligible Employee on the Offering Date
of the new Offering Period and has not either (a) withdrawn from the Plan
pursuant to Section 12.1 or (b) terminated employment as provided in Section 13.
A Participant who may automatically participate in a subsequent Offering Period,
as provided in this Section, is not required to deliver any additional
Subscription Agreement for the subsequent Offering Period in order to continue
participation in the Plan. However, a Participant may deliver a new Subscription
Agreement for a subsequent Offering Period in accordance with the procedures set
forth in Section 7.1 if the Participant desires to change any of the elections
contained in the Participant's then effective Subscription Agreement.
8. RIGHT TO PURCHASE SHARES.
8.1 GRANT OF PURCHASE RIGHT. Except as set forth below, on the
Offering Date of each Offering Period, each Participant in such Offering Period
shall be granted automatically a Purchase Right consisting of an option to
purchase that number of shares equal to the quotient of (a) the aggregate
payroll deductions withheld on behalf of such Participant during the Offering
Period, divided by (b) the Purchase Price for that Offering Period. No Purchase
Right shall be granted on an Offering Date to any person who is not, on such
Offering Date, an Eligible Employee.
8.2 CALENDAR YEAR PURCHASE LIMITATION. Notwithstanding any
provision of the Plan to the contrary, no Participant shall be granted a
Purchase Right that permits his or her right to purchase shares of Stock under
the Plan to accrue at a rate which, when aggregated with such Participant's
rights to purchase shares under all other employee stock purchase plans of a
Participating Company intended to meet the requirements of Section 423 of the
Code, exceeds $25,000 in Fair Market Value (or such other limit, if any, as may
be imposed by the Code) for each calendar year in which such Purchase Right is
outstanding at any time. For purposes of the preceding sentence, the Fair Market
Value of shares purchased during a given Offering Period shall be determined as
of the Offering Date for such Offering Period. The limitation described in this
Section 8.2 shall be applied in conformance with applicable regulations under
Section 423(b)(8) of the Code.
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9. PURCHASE PRICE.
The Purchase Price at which each share of Stock may be acquired in an
Offering Period upon the exercise of all or any portion of a Purchase Right
shall be established by the Board; provided, however, that the Purchase Right
shall not be less than eighty-five percent (85%) of the lesser of (a) the Fair
Market Value of a share of Stock on the Offering Date of the Offering Period or
(b) the Fair Market Value of a share of Stock on the Purchase Date. Unless
otherwise provided by the Board prior to the commencement of an Offering Period,
the Purchase Price for that Offering Period shall be eighty-five percent (85%)
of the lesser of (a) the Fair Market Value of a share of Stock on the Offering
Date of the Offering Period or (b) the Fair Market Value of a share of Stock on
the Purchase Date.
10. ACCUMULATION OF PURCHASE PRICE THROUGH PAYROLL DEDUCTION.
Shares of Stock acquired pursuant to the exercise of all or any portion
of a Purchase Right may be paid for only by means of payroll deductions from the
Participant's Compensation accumulated during the Offering Period for which such
Purchase Right was granted, subject to the following:
10.1 AMOUNT OF PAYROLL DEDUCTIONS. Except as otherwise
provided herein, the amount to be deducted under the Plan from a Participant's
Compensation on each payday during an Offering Period shall be determined by the
Participant's Subscription Agreement. The Subscription Agreement shall set forth
the percentage of the Participant's Compensation to be deducted on each payday
during an Offering Period in whole percentages of not less than one percent (1%)
(except as a result of an election pursuant to Section 10.3 to stop payroll
deductions made effective following the first payday during an Offering) or more
than ten percent (10%). Notwithstanding the foregoing, the Board may change the
limits on payroll deductions effective as of any future Offering Date.
10.2 COMMENCEMENT OF PAYROLL DEDUCTIONS. Payroll deductions
shall commence on the first payday following the Offering Date and shall
continue to the end of the Offering Period unless sooner altered or terminated
as provided herein.
10.3 ELECTION TO CHANGE OR STOP PAYROLL DEDUCTIONS. During an
Offering Period, a Participant may elect to increase or decrease the rate of or
to stop deductions from his or her Compensation by delivering to the Company's
designated office an amended Subscription Agreement authorizing such change on
or before the "Change Notice Date." The "Change Notice Date" shall be a date
prior to the beginning of the first pay period for which such election is to be
effective as established by the Company from time to time and announced to the
Participants. Unless otherwise established by the Company, the Change Notice
Date shall be the seventh day prior to the end of the first pay period for which
such election is to be effective. A Participant who elects to decrease the rate
of his or her payroll deductions to zero percent (0%) shall nevertheless remain
a Participant in the current Offering Period unless such Participant withdraws
from the Plan as provided in Section 12.1.
10.4 ADMINISTRATIVE SUSPENSION OF PAYROLL DEDUCTIONS. The
Company may, in its sole discretion, suspend a Participant's payroll deductions
under the Plan as the Company deems advisable to avoid accumulating payroll
deductions in excess of the amount that could reasonably be anticipated to
purchase the maximum number of shares of Stock permitted during a calendar year
under the limit set forth in Section 8.2. Payroll deductions shall be resumed at
the rate specified in the Participant's then effective Subscription Agreement at
the beginning of the next Offering Period the Purchase Date of which falls in
the following calendar year.
10.5 PARTICIPANT ACCOUNTS. Individual bookkeeping accounts
shall be maintained for each Participant. All payroll deductions from a
Participant's Compensation shall be credited to such Participant's Plan account
and shall be deposited with the general funds of the Company. All payroll
deductions received or held by the Company may be used by the Company for any
corporate purpose.
10.6 NO INTEREST PAID. Interest shall not be paid on sums
deducted from a Participant's Compensation pursuant to the Plan.
10.7 VOLUNTARY WITHDRAWAL FROM PLAN ACCOUNT. A Participant may
withdraw all or any portion of the payroll deductions credited to his or her
Plan account and not previously applied toward the purchase of Stock
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by delivering to the Company's designated office a written notice on a form
provided by the Company for such purpose. A Participant who withdraws the entire
remaining balance credited to his or her Plan account shall be deemed to have
withdrawn from the Plan in accordance with Section 12.1. Amounts withdrawn shall
be returned to the Participant as soon as practicable after the withdrawal and
the Company may from time to time establish or change limitations on the
frequency of withdrawals permitted under this Section, establish a minimum
dollar amount that must be retained in the Participant's Plan account or
terminate the withdrawal right provided by this Section.
11. PURCHASE OF SHARES.
11.1 EXERCISE OF PURCHASE RIGHT. On each Purchase Date of an
Offering Period, each Participant who has not withdrawn from the Plan and whose
participation in the Offering for that Offering Period has not terminated before
such Purchase Date shall automatically acquire pursuant to the exercise of the
Participant's Purchase Right the number of whole shares of Stock determined by
dividing (a) the total amount of the Participant's payroll deductions
accumulated in the Participant's Plan account during the Offering Period and not
previously applied toward the purchase of Stock by (b) the Purchase Price.
However, in no event shall the number of shares purchased by the Participant
during an Offering Period exceed the number of shares subject to the
Participant's Purchase Right. No shares of Stock shall be purchased on a
Purchase Date in any Offering Period on behalf of a Participant whose
participation in the Offering for that Offering Period or the Plan has
terminated before the Purchase Date.
11.2 PRO RATA ALLOCATION OF SHARES. In the event that the
number of shares of Stock that might be purchased by all Participants in the
Plan on a Purchase Date exceeds the number of shares of Stock available in the
Plan as provided in Section 4.1, the Company shall make a pro rata allocation of
the remaining shares in as uniform a manner as shall be practicable and as the
Company shall determine to be equitable. Any fractional share resulting from
such pro rata allocation to any Participant shall be disregarded.
11.3 DELIVERY OF CERTIFICATES. As soon as practicable after
each Purchase Date, the Company shall arrange the delivery to each Participant,
as appropriate, of a certificate representing the shares acquired by the
Participant on such Purchase Date; provided that the Company may deliver such
shares to a broker that holds such shares in street name for the benefit of the
Participant. Shares to be delivered to a Participant under the Plan shall be
registered in the name of the Participant or, if requested in writing by the
Participant, in the name of the Participant and his or her spouse or, in the
case of the Participant's death, the names of the beneficiaries of the
Participant designated in the Participant's subscription agreement or, in the
absence of such a designation, in the name of the Participant's estate.
11.4 RETURN OF CASH BALANCE. Any cash balance remaining in a
Participant's Plan account following any Purchase Date shall be refunded to the
Participant as soon as practicable after such Purchase Date. However, if the
cash to be returned to a Participant pursuant to the preceding sentence is an
amount less than the amount that would have been necessary to purchase an
additional whole share of Stock on such Purchase Date, the Company may retain
such amount in the Participant's Plan account to be applied toward the purchase
of shares of Stock in the subsequent Purchase Period or Offering Period, as the
case may be.
11.5 TAX WITHHOLDING. At the time a Participant's Purchase
Right is exercised, in whole or in part, or at the time a Participant disposes
of some or all of the shares of Stock he or she acquires under the Plan, the
Participant shall make adequate provisions for the foreign, federal, state and
local tax withholding obligations of the Participating Company Group, if any,
that arise upon exercise of the Purchase Right or upon such disposition of
shares, respectively. The Participating Company Group may, but shall not be
obligated to, withhold from the Participant's compensation the amount necessary
to meet such withholding obligations.
11.6 EXPIRATION OF PURCHASE RIGHT. Any portion of a
Participant's Purchase Right remaining unexercised after the end of the Offering
Period to which the Purchase Right relates shall expire immediately upon the end
of the Offering Period.
11.7 REPORTS TO PARTICIPANTS. Each Participant who has
exercised all or part of his or her Purchase Right shall receive, as soon as
practicable after the Purchase Date, a report of such Participant's Plan account
setting forth the total payroll deductions accumulated prior to such exercise,
the number of shares of Stock purchased,
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<PAGE> 29
the Purchase Price for such shares, the date of purchase and the cash balance,
if any, remaining immediately after such purchase that is to be refunded or
retained in the Participant's Plan account pursuant to Section 11.4. The report
required by this Section may be delivered in such form and by such means,
including by electronic transmission, as the Company may determine.
12. WITHDRAWAL FROM THE PLAN.
12.1 VOLUNTARY WITHDRAWAL FROM THE PLAN. A Participant may
withdraw from the Plan by signing and delivering to the Company's designated
office a written notice of withdrawal on a form provided by the Company for such
purpose. Such withdrawal may be elected at any time prior to the end of an
Offering Period. A Participant who voluntarily withdraws from the Plan is
prohibited from resuming participation in the Plan in the same Offering from
which he or she withdrew but may participate in any subsequent Offering by again
satisfying the requirements of Sections 5 and 7.1. The Company may impose, from
time to time, a requirement that the notice of withdrawal from the Plan be on
file with the Company's designated office for a reasonable period prior to the
effectiveness of the Participant's withdrawal.
12.2 RETURN OF PAYROLL DEDUCTIONS. Upon a Participant's
voluntary withdrawal from the Plan pursuant to Section 12.1, the Participant's
accumulated payroll deductions that have not been applied toward the purchase of
shares of Stock shall be refunded to the Participant as soon as practicable
after the withdrawal, without the payment of any interest, and the Participant's
interest in the Plan shall terminate. Such accumulated payroll deductions to be
refunded in accordance with this Section may not be applied to any other
Offering under the Plan.
13. TERMINATION OF EMPLOYMENT OR ELIGIBILITY.
Upon a Participant's ceasing, prior to a Purchase Date, to be an
Employee of the Participating Company Group for any reason, including
retirement, disability or death, or the failure of a Participant to remain an
Eligible Employee, the Participant's participation in the Plan shall terminate
immediately. In such event, the payroll deductions credited to the Participant's
Plan account since the last Purchase Date shall, as soon as practicable, be
returned to the Participant or, in the case of the Participant's death, to the
Participant's legal representative, and all of the Participant's rights under
the Plan shall terminate. Interest shall not be paid on sums returned pursuant
to this Section 13. A Participant whose participation has been so terminated may
again become eligible to participate in the Plan by again satisfying the
requirements of Sections 5 and 7.1.
14. CHANGE IN CONTROL.
14.1 DEFINITIONS.
(a) An "Ownership Change Event" shall be deemed to
have occurred if any of the following occurs with respect to the
Company: (i) the direct or indirect sale or exchange in a single or
series of related transactions by the stockholders of the Company of
more than fifty percent (50%) of the voting stock of the Company; (ii)
a merger or consolidation in which the Company is a party; (iii) the
sale, exchange or transfer of the assets of the Company substantially
as an entirety; or (iv) a liquidation or dissolution of the Company.
(b) A "Change in Control" shall mean an Ownership
Change Event or a series of related Ownership Change Events
(collectively, the "Transaction") wherein the stockholders of the
Company immediately before the Transaction do not retain immediately
after the Transaction, in substantially the same proportions as their
ownership of shares of the Company's voting stock immediately before
the Transaction, direct or indirect beneficial ownership of more than
fifty percent (50%) of the total combined voting power of the
outstanding voting stock of the Company or the corporation or
corporations to which the assets of the Company were transferred (the
"Transferee Corporation(s)"), as the case may be. For purposes of the
preceding sentence, indirect beneficial ownership shall include,
without limitation, an interest resulting from ownership of the voting
stock of one or more corporations that, as a result of the Transaction,
own the Company or the Transferee Corporation(s), as the case may be,
either directly or through one or more subsidiary corporations. The
Board shall have the right to determine whether multiple sales or
exchanges of
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<PAGE> 30
the voting stock of the Company or multiple Ownership Change Events are
related, and its determination shall be final, binding and conclusive.
14.2 EFFECT OF CHANGE IN CONTROL ON PURCHASE RIGHTS. In the
event of a Change in Control, the surviving, continuing, successor, or
purchasing corporation or parent corporation thereof, as the case may be (the
"Acquiring Corporation"), may assume the Company's rights and obligations under
the Plan. If the Acquiring Corporation elects not to assume the Company's rights
and obligations under outstanding Purchase Rights, the Purchase Date of the then
current Offering Period (or Purchase Price) shall be accelerated to a date
before the date of the Change in Control specified by the Board, but the number
of shares of Stock subject to outstanding Purchase Rights shall not be adjusted.
All Purchase Rights that are neither assumed by the Acquiring Corporation in
connection with the Change in Control nor exercised as of the date of the Change
in Control shall terminate and cease to be outstanding effective as of the date
of the Change in Control.
15. NONTRANSFERABILITY OF PURCHASE RIGHTS.
A Purchase Right may not be transferred in any manner otherwise than by
will or the laws of descent and distribution and shall be exercisable during the
lifetime of the Participant only by the Participant.
16. COMPLIANCE WITH SECURITIES LAW.
The issuance of shares under the Plan shall be subject to compliance
with all applicable requirements of federal, state and foreign laws and
regulations with respect to such securities. A Purchase Right may not be
exercised if the issuance of shares upon such exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any securities exchange or market
system upon which the Stock may then be listed. In addition, no Purchase Right
may be exercised unless (a) a registration statement under the Securities Act of
1933, as amended, shall at the time of exercise of the Purchase Right be in
effect with respect to the shares issuable upon exercise of the Purchase Right
or (b) in the opinion of legal counsel to the Company, the shares issuable upon
exercise of the Purchase Right may be issued in accordance with the terms of an
applicable exemption from the registration requirements of said Act. The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company's legal counsel to be necessary to
the lawful issuance and sale of any shares under the Plan shall relieve the
Company of any liability in respect of the failure to issue or sell such shares
as to which such requisite authority shall not have been obtained. As a
condition to the exercise of a Purchase Right, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation, and to make any
representation or warranty with respect thereto as may be requested by the
Company.
17. RIGHTS AS A STOCKHOLDER AND EMPLOYEE.
A Participant shall have no rights as a stockholder by virtue of the
Participant's participation in the Plan until the date of the issuance of a
certificate for the shares purchased pursuant to the exercise of one or more of
such Participant's Purchase Rights (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company). No
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date such certificate is issued, except as
provided in Section 4.2. Nothing herein shall confer upon a Participant any
right to continue in the employ of the Participating Company Group or interfere
in any way with any right of the Participating Company Group to terminate the
Participant's employment at any time.
18. LEGENDS.
The Company may at any time place legends or other identifying symbols
referencing any applicable federal, state or foreign securities law restrictions
or any provision convenient in the administration of the Plan on some or all of
the certificates representing shares of Stock issued under the Plan. The
Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to a
Purchase Right in the possession of the Participant in order to carry out the
provisions of this Section.
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<PAGE> 31
19. NOTIFICATION OF SALE OF SHARES.
The Company may require the Participant to give the Company prompt
notice of any disposition of shares acquired by exercise of a Purchase Right
within two years from the date of granting such Purchase Right or one year from
the date of exercise of such Purchase Right. The Company may require that until
such time as a Participant disposes of shares acquired upon exercise of a
Purchase Right, the Participant shall hold all such shares in the Participant's
name (or, if elected by the Participant, in the name of the Participant and his
or her spouse but not in the name of any nominee) until the lapse of the time
periods with respect to such Purchase Right referred to in the preceding
sentence. The Company may direct that the certificates evidencing shares
acquired by exercise of a Purchase Right refer to such requirement to give
prompt notice of disposition.
20. NOTICES.
All notices or other communications by a Participant to the Company
under or in connection with the Plan shall be in writing and shall be deemed to
have been duly given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.
21. INDEMNIFICATION.
In addition to such other rights of indemnification as they may have as
members of the Board or officers or employees of the Participating Company
Group, members of the Board and any officers or employees of the Participating
Company Group to whom authority to act for the Board or the Company is delegated
shall be indemnified by the Company against all reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding or in connection with any appeal related
thereto, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any right
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however,
that within sixty (60) days after the institution of such action, suit or
proceeding, such person shall offer to the Company, in writing, the opportunity
at its own expense to handle and defend the same.
22. AMENDMENT OR TERMINATION OF THE PLAN.
The Board may at any time amend or terminate the Plan, except that (a)
such termination shall not affect Purchase Rights previously granted under the
Plan, except as permitted under the Plan, and (b) no amendment may adversely
affect a Purchase Right previously granted under the Plan (except to the extent
permitted by the Plan or as may be necessary to qualify the Plan as an employee
stock purchase plan pursuant to Section 423 of the Code or to obtain
qualification or registration of the shares of Stock under applicable federal,
state or foreign securities laws). In addition, an amendment to the Plan must be
approved by the stockholders of the Company within 12 months of the adoption of
such amendment if such amendment would authorize the sale of more shares than
are authorized for issuance under the Plan or would change the definition of the
corporations that may be designated by the Board as Participating Companies. In
the event that the Board approves an amendment to increase the number of shares
authorized for issuance under the Plan (the "Additional Shares"), the Board, in
its sole discretion, may specify that such Additional Shares may only be issued
pursuant to Purchase Rights granted after the date on which the stockholders of
the Company approve such amendment, and such designation by the Board shall not
be deemed to have adversely affected any Purchase Right granted prior to the
date on which the stockholders approve the amendment.
IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the
foregoing U.S. Concrete, Inc. 2000 Employee Stock Purchase Plan was duly adopted
by the Compensation Committee of the Board of Directors of the Company on March
29, 2000.
/s/ Donald C. Wayne
------------------------------
Secretary
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<PAGE> 32
(Front of Card)
U.S. CONCRETE, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2000
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 to represent the undersigned and to
vote all of 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, 2000, and at
any adjournment or postponement thereof (1) as hereinafter specified upon the
proposals listed on the reverse side and as more particularly described in the
Proxy Statement of the Company dated April 18, 2000 (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, SUCH SHARES WILL BE VOTED FOR THE NOMINEES LISTED IN
PROPOSAL NO. 1 AND FOR PROPOSAL NOS. 2 AND 3.
<PAGE> 33
(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, 1999
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:
[ ] FOR all nominees [ ] WITHHOLD
listed below (except as indicated AUTHORITY to vote for all
to the contrary below). * nominees listed below.
PROPOSAL NO. 1. To elect Eugene P. Martineau, Michael W. Harlan and
Peter T. Dameris to the Board of Directors to serve until the 2003 Annual
Meeting of Stockholders and until their respective successors are elected and
qualified:
* INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, PLEASE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED HERE.
PROPOSAL NO. 2. To approve the U.S. Concrete, Inc. 2000 Employee Stock
Purchase Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL NO. 3. To ratify the appointment of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
CHANGE AND [ ] TO ATTEND [ ]
NOTE AT LEFT. THE MEETING.
The undersigned hereby revokes all previous proxies given. 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, 1999, 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
