<SEC-DOCUMENT>0001483885-19-000003.txt : 20190211
<SEC-HEADER>0001483885-19-000003.hdr.sgml : 20190211
<ACCEPTANCE-DATETIME>20190211123753
ACCESSION NUMBER: 0001483885-19-000003
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20190211
DATE AS OF CHANGE: 20190211
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: US CONCRETE INC
CENTRAL INDEX KEY: 0001073429
STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272]
IRS NUMBER: 760586680
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56937
FILM NUMBER: 19583868
BUSINESS ADDRESS:
STREET 1: 331 N. MAIN STREET
CITY: EULESS
STATE: TX
ZIP: 76039
BUSINESS PHONE: 817-835-4105
MAIL ADDRESS:
STREET 1: 331 N. MAIN STREET
CITY: EULESS
STATE: TX
ZIP: 76039
FORMER COMPANY:
FORMER CONFORMED NAME: RMX INDUSTRIES INC
DATE OF NAME CHANGE: 19981113
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: HODGES CAPITAL HOLDINGS INC.
CENTRAL INDEX KEY: 0001483885
IRS NUMBER: 752278916
STATE OF INCORPORATION: TX
FISCAL YEAR END: 0731
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 2905 MAPLE AVENUE
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-954-1177
MAIL ADDRESS:
STREET 1: 2905 MAPLE AVENUE
CITY: DALLAS
STATE: TX
ZIP: 75201
FORMER COMPANY:
FORMER CONFORMED NAME: FIRST DALLAS HOLDINGS INC
DATE OF NAME CHANGE: 20100211
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>uscr2018dec31.txt
<DESCRIPTION>USCR2018DEC31
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
U S CONCRETE, INC.
Common Stock, $0.001 par value
90333L201
December 31, 2018
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
NOTE:The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
CUSIP No. 90333L201
1. Names of Reporting Persons.
HODGES CAPITAL HOLDINGS, INC.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 625,775
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 879,944
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 879,944
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 5.9%
12. Type of Reporting Person: HC
CUSIP No. 90333L201
1. Names of Reporting Persons.
CRAIG D. HODGES
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
MR. HODGES IS A UNITED STATES CITIZEN
5. Sole Voting Power: 0
6. Shared Voting Power: 625,775
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 879,944
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 879,944
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 5.9%
12. Type of Reporting Person (See Instructions): IN
CUSIP No. 90333L201
1. Names of Reporting Persons.
First Dallas Securities, Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 0
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 54,699
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 54,699
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person (See Instructions): IA, BD
CUSIP No. 90333L201
1. Names of Reporting Persons.
Hodges Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 625,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 825,245
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 825,245
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 4.9%
12. Type of Reporting Person (See Instructions): IA
CUSIP No. 90333L201
1.Names of Reporting Persons.
Hodges Fund, A Series of professionally Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 215,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 215,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 215,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 1.2%
12. Type of Reporting Person (See Instructions): IV
CUSIP No. 90333L201
1. Names of Reporting Persons.
Hodges Small Cap Fund, A Series of professionally Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 400,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 400,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 400,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 2.3%
12. Type of Reporting Person : IV
CUSIP No. 90333L201
1. Names of Reporting Persons.
Hodges Small Intrinsic Value Fund, A Series of professionally
Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 10,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 10,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row 9: <0.1%
12. Type of Reporting Person : IV
Item 1.
(a) Name of Issuer:
U S CONCRETE, INC.
(b) Address of Issuer's Principal Executive Offices:
331 N. Main Street
Euless, TX 76.39
Item 2.
(a) Name of Person Filing:
Hodges Capital Holdings, Inc.("HCHI")
Craig D. Hodges
First Dallas Securities, Inc.("FDSI")
Hodges Capital Management, Inc.("HCM")
Hodges Fund
Hodges Small Cap Fund
Hodges Small Intrinsic Value Fund
(b) Address of Principal Business Office or, if none, Residence:
2905 Maple Ave.
Dallas, Texas 75201
(b) Citizenship:
Hodges Capital Holdings, Inc. is a Texas corporation.
Craig D. Hodges is a citizen of the United States.
First Dallas Securities, Inc. is a Texas corporation.
Hodges Capital Management is a Texas corporation.
Hodges Fund is a series of a Massachusetts business trust.
Hodges Small Cap Fund is a series of a Massachusetts business trust.
Hodges Small Intrinsic Value Fund is a series of a
Massachusetts business trust.
(d) Title of Class of Securities:
Common Stock, Par Value $0.001
(e) CUSIP Number:
90333L201
Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(g) X A parent holding company or control person in accordance with
S 240.13d-1(b)(1)(ii)(G).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Hodges Capital Holdings, Inc. 879,944
Craig D. Hodges 879,944
First Dallas Securities, Inc. 54,699
Hodges Capital Management, Inc. 825,245
Hodges Fund 215,000
Hodges Small Cap Fund 400,000
Hodges Small Intrnsc Val Fund 10,000
(b) Percent of class:
Hodges Capital Holdings, Inc. 5.9%
Craig D. Hodges 5.9%
First Dallas Securities, Inc. <0.1%
Hodges Capital Management, Inc. 4.9%
Hodges Fund 1.2%
Hodges Small Cap Fund 2.3%
Hodges Small Intrnsc Val Fund <0.1%
The calculation of the percentage of beneficial ownership of the Company's
common stock is based upon 16,820,361 shares outstanding on October 29, 2018,
as disclosed by the Company in its Quarterly Report on Form 10-Q for the
period ended September 30, 2018.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Hodges Capital Holdings, Inc 0
Craig D. Hodges 0
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 0
Hodges Small Cap Fund 0
Hodges Fund 0
Hodges Small Intrnsc Val Fund 0
(ii) Shared power to vote or to direct the vote:
Hodges Capital Holdings, Inc. 625,775
Craig D. Hodges 625,775
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 625,000
Hodges Fund 215,000
Hodges Small Cap Fund 400,000
Hodges Small Intrnsc Val Fund 10,000
(iii) Sole power to dispose or to direct the disposition of:
Hodges Capital Holdings, Inc. 0
Craig D. Hodges 0
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 0
Hodges Fund 0
Hodges Small Cap Fund 0
Hodges Small Intrnsc Val Fund 0
(iv) Shared power to dispose or to direct the disposition of:
Hodges Capital Holdings, Inc. 879,944
Craig D. Hodges 879,944
First Dallas Securities, Inc. 54,699
Hodges Capital Management, Inc. 825,245
Hodges Fund 215,000
Hodges Small Cap Fund 400,000
Hodges Small Intrnsc Val Fund 10,000
The reported shares are shares of common stock of the Issuer, par value $0.001.
All 879,944 of the reported shares collectively, the ("reported Shares") may
be deemed as beneficially owned by HCHI, which is the owner of FDSI and HCM,
and Craig D. Hodges, who is a controlling shareholder of HCHI.
54,699 of the Reported Shares are held in seperate accounts managed
by FDSI, each of which, individually, owns less than 1% of the common
stock of the Issuer(each a "Separate Account"). FDSI is a registered
broker-dealer and an investment adviser registered with the SEC.
199,470 of the Reported Shares are held in Separate Accounts managed
by HCM, which is also an investment adviser registered with the SEC.
215,000 of the Reported Shares are held by the Hodges Fund, 400,000
of the Reported Shares are held by the Hodges Small Cap Fund and
10,000 of the Reported Shares are held by the Hodges Small Intrinsic
Value Fund, all of which are series of Professionally Managed
Portfolios, an investment company registered under the Investment
Company Act of 1940. The investment adviser to these funds is HCM,
which may be deemed to be a beneficial owner of the funds' Reported
Shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person
First Dallas Securities, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)
Hodges Capital Management, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Exhibits
Exhibit 1:
Joint Filing Agreement dated December 31, 2018, among HCHI, Craig D.
Hodges, FDSI, HCM, Hodges Fund, Hodges Small Cap Fund and Hodges Small
Intrinsic Value Fund.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 5, 2019
Craig D. Hodges
Chairman
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>uscrexhibit2018dec31.txt
<DESCRIPTION>USCREXHIBIT2018DEC31
<TEXT>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934
as amended, the undersigned agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including any and all amendments thereto)
with respect to the shares of common stock, U S Concrete, Inc.. and further
agree that this Joint Filing Agreement shall be included as an Exhibit to such
joint filings. The undersigned further agree that each party hereto is
responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completenessof the information
concerning such party contained therein; provided, however,that no party is
responsible for the accuracy or completeness of the information concerning any
other party, unless such party knows or has reason to believe thatsuch
information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect
as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of February 5, 2019.
HODGES CAPITAL HOLDINGS, INC.
By: /s/ Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
FIRST DALLAS SECURITIES, INC.
By: /s/ Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
HODGES CAPITAL MANAGEMENT, INC.
By: /s/ Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
HODGES FUND, A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS
By: HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES FUND
By: /s/ Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
HODGES SMALL CAP FUND, A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS
By: HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES SMALL CAP FUND
By: /s/ Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
HODGES SMALL INTRINSIC VALUE FUND, A SERIES OF PROFESSIONALLY MANAGED
PORTFOLIOS
By: HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES SMALL INTRINSIC
VALUE FUND
By: /s/ Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>