UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
U.S. Concrete, Inc.
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(Name of Issuer)
Common Stock par value $0.001 per share
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(Title of Class of Securities)
90333L102
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(CUSIP Number)
J. Carlo Cannell
Cannell Capital, LLC
P.O. Box 3459, 240 E. Deloney Avenue
Jackson, WY 83001
(307) 733-2284
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 26, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a current valid OMB control number.
CUSIP No. 90333L102
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
J. Carlo Cannell
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC/OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
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6. Citizenship or Place of Organization: USA
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Number of 7. Sole Voting Power: 1,820,400*
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Shares Beneficially 8. Shared Voting Power: 0
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Owned by
Each Reporting 9. Sole Dispositive Power: 1,820,400*
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Person With 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,820,400*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
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13. Percent of Class Represented by Amount in Row (11): 4.96%*
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14. Type of Reporting Person (See Instructions): IN
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* Based on information set forth on the Form 10-Q of U.S. Concrete, Inc. (the
"Company") as filed with the Securities and Exchange Commission on November 10,
2008, there were 36,715,183 shares of Common Stock par value $0.001 per
share (the "Shares"), of the Company issued and outstanding as of November 5,
2008. As of January 26, 2009 (the "Reporting Date"), Anegada Master Fund
Limited ("Anegada") Tonga Partners, L.P. ("Tonga") and Tonga Partners QP, L.P.
("Tonga QP," and collectively with Anegada and Tonga, the "Funds") held
in the aggregate 1,820,400 Shares. Cannell Capital LLC acts as the investment
adviser to Anegada, and is the general partner of and investment adviser to
Tonga and Tonga QP. Mr. J. Carlo Cannell is the sole managing member of Cannell
Capital LLC. As a result, Mr. Cannell possesses the sole power to vote and
to direct the disposition of the Shares held by the Funds. Thus, as of the
Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr. Cannell
may be deemed to beneficially own 1,820,400 Shares, or approximately 4.96%
of the Shares deemed issued and outstanding as of the Reporting Date.
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is
the Common Stock par value $0.001 per share (the "Shares"), of U.S. Concrete,
Inc. (the "Company"), a Delaware corporation. The address of the principal
executive offices of the Company is 2925 Briarpark, Suite 1050, Houston, TX
77042.
Item 2. Identity and Background.
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The person filing this report is J. Carlo Cannell, whose business
address is Cannell Capital, LLC, P.O. Box 3459, 240 E. Deloney Ave., Jackson, WY
83001. Mr. Cannell is the sole managing member of Cannell Capital, LLC (the
"Adviser"). The Adviser acts as the investment adviser to Anegada Master Fund
Limited, a Cayman Islands limited company ("Anegada"), and is the general
partner of and investment adviser to Tonga Partners, L.P., a Delaware limited
partnership ("Tonga") and Tonga Partners QP, L.P., a Delaware limited
partnership ("Tonga QP" and collectively with Tonga and Anegada, the "Funds").
Mr. Cannell is the sole managing member of the Adviser.
Mr. Cannell has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is now subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Mr. Cannell is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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All of the funds used in making the purchase of Shares described in
Item 5 of this Schedule 13D came from the working capital of the Funds. The
Funds have invested an aggregate amount of approximately $9,480,056 in the
Shares.
Item 4. Purpose of Transaction.
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Mr. Cannell, on behalf of the Funds, identified the Company as an
entity satisfying each Fund's investment criteria. The Funds acquired and
continue to hold the Shares as a long-term investment.
Mr. Cannell reserves the right to discuss various views and opinions
with respect to the Company and its business plans with the Company or the
members of its senior management. The discussion of such views and opinions may
extend from ordinary day-to-day business operations to matters such as nominees
for representation on the Company's board of directors, senior management
decisions and extraordinary business transactions. Mr. Cannell reserves the
right to take such action as he may deem necessary from time to time to seek to
maximize the value of the Shares. Such actions may include, but may not
necessarily be limited to, pursuit of strategic initiatives to enhance
shareholder value.
In addition to the actions set forth above, Mr. Cannell may engage in
any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D
general instructions.
Except as set forth above, Mr. Cannell has no present plans or
proposals that relate to or would result in any of the transactions described in
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Based on information set forth in the Company's Form 10-Q for
the quarter ending September 30, 2008 as filed with the Securities and
Exchange Commission on November 10, 2008, there were 36,715,183 Shares issued
and outstanding as of November 5, 2008. As of January 26, 2009 (the "Reporting
Date"), the Funds owned 1,820,400 Shares. The Adviser acts as the investment
adviser to Anegada, and is the general partner of and investment adviser to
Tonga and Tonga QP. Mr. J. Carlo Cannell is the sole managing member of the
Adviser.
(a) As of the Reporting Date, for the purposes of Reg. Section
240.13d-3, Mr. Cannell is deemed to beneficially own 1,820,400 Shares, or
approximately 4.96% of the Shares deemed issued and outstanding as of
the Reporting Date.
(b) Mr. Cannell possesses the sole power to vote and to direct the
disposition of the securities held by the Funds.
(c) The following table details the transactions during the sixty days
on or prior to the Reporting Date in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by Mr. Cannell or any other person
or entity controlled by him or any person or entity for which he possesses
voting or investment control over the securities thereof (each of which was
effected in an ordinary brokerage transaction).
(Purchases)
None
(Sales)
Date Security Quantity Price
---- -------- -------- -----
12/01/2008 Shares 5,000 $2.58
12/02/2008 Shares 67,000 $2.46
12/03/2008 Shares 33,000 $2.52
12/04/2008 Shares 25,000 $2.55
12/19/2008 Shares 43,100 $4.04
12/22/2008 Shares 18,400 $3.84
12/23/2008 Shares 3,300 $3.46
01/23/2009 Shares 32,000 $2.66
01/26/2009 Shares 27,053 $2.76
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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None.
Item 7. Material to Be Filed as Exhibits.
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None.
Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 2009
/s/ J. Carlo Cannell
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J. Carlo Cannell in his capacity as the
Managing Member of Cannell Capital
LLC, investment adviser to Anegada
Master Fund Limited, and the general
partner of, and investment adviser to,
Tonga Partners, L.P.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).