UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 001-15217
U.S. AGGREGATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-0990958
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 South El Camino Real, Suite 500,
San Mateo, California 94402
(Address, of principal executive offices) (Zip Code)
(650) 685-4880
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Class Shares outstanding as of April 30, 2001
Common stock, $.01 par value 14,900,593
EXPLANATORY NOTE
The Company is filing this Form 10-Q/A for the quarterly period ended March
31, 2001 to add an exhibit, which is subject to a pending Confidential Treatment
Request, and to reflect such addition on Part II, Item 6 and the Exhibit Index.
Other than the aforementioned changes, all other information included in the
initial filing remains unchanged.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------
3.1* Form of Restated Certificate of Incorporation of the Company
(Amendment No. 1 to Form S-1 (Reg. No. 333-79209), Exhibit 3.1(vi), filed July
14, 1999)
3.2* Form of Restated By-laws of the Company (Amendment No. 1 to Form S-1
(Reg. No. 333-79209), Exhibit 3.2(ii), filed July 14, 1999)
4.1(vi)* Fifth Amendment to Third Amended and Restated Credit Agreement dated
as of March 30, 2001 by and among the Company, various financial
institutions and Bank of America National Trust and Savings Association,
individually and as agent. (Form 10-Q, (Reg. No. 333-79209), Exhibit 4.1(vi),
filed May 16, 2001)
4.1(vii)* Sixth Amendment to Third Amended and Restated Credit Agreement
dated as of April 18, 2001 by and among the Company, various financial
institutions and Bank of America National Trust and Savings Association,
individually and as agent. (Form 10-Q, (Reg. No. 333-79209), Exhibit 4.1(vii),
filed May 16, 2001)
4.7(vi)* Amendment No. 4 to Amended and Restated Note and Warrant Purchase
Agreement dated as of April 18, 2001 by and between the Company and The
Prudential Insurance Company of America. (Form 10-Q, (Reg. No. 333-79209),
Exhibit 4.7(vi), filed May 16, 2001)
4.15* Junior Subordinated Loan Agreement dated as of April 27, 2001 by
and between the Company and Golder, Thoma, Cressey, Rauner Fund, IV, L.P.
(Form 10-Q, (Reg. No. 333-79209), Exhibit 4.15, filed May 16, 2001)
4.16* Warrant Agreement dated as of April 27, 2001 by and between the
Company and Golder, Thoma, Cressey, Rauner Fund, IV, L.P. (Form 10-Q,
(Reg. No. 333-79209), Exhibit 4.16, filed May 16, 2001)
4.17* Promissory Note dated as of April 27, 2001 by the Company in favor
of Golder, Thoma, Cressey, Rauner Fund, IV, L.P. in the principal amount of
$2,450,000. (Form 10-Q, (Reg. No. 333-79209), Exhibit 4.17, filed May 16, 2001)
10.51** Agreement of Purchase and Sale of Assets by and among Staker Paving
and Construction, Inc. and Jack B. Parson Companies, as Buyers, and Valley
Asphalt, Inc., Geodyne Beck Rock Products, Inc., Eagle Valley Materials, Inc.,
Monroc, Inc., and Western Aggregates, Inc., as the Sellers, and U.S. Aggregates,
Inc. and Oldcastle Materials, Inc., dated March 30, 2001.
* Incorporated by reference to the filing indicated
** Certain portions of the Exhibit have been omitted as confidential materials
under a pending Confidential Treatment Request filed with the Securities and
Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
U.S. AGGREGATES, INC.
Dated: May 23, 2001 /s/ Stanford Springel
---------------------------------------
Stanford Springel
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1* Form of Restated Certificate of Incorporation of the Company
(Amendment No. 1 to Form S-1 (Reg. No. 333-79209), Exhibit 3.1(vi), filed July
14, 1999)
3.2* Form of Restated By-laws of the Company (Amendment No. 1 to Form S-1
(Reg. No. 333-79209), Exhibit 3.2(ii), filed July 14, 1999)
4.1(vi)* Fifth Amendment to Third Amended and Restated Credit Agreement dated
as of March 30, 2001 by and among the Company, various financial
institutions and Bank of America National Trust and Savings Association,
individually and as agent. (Form 10-Q, (Reg. No. 333-79209), Exhibit 4.1(vi),
filed May 16, 2001)
4.1(vii)* Sixth Amendment to Third Amended and Restated Credit Agreement
dated as of April 18, 2001 by and among the Company, various financial
institutions and Bank of America National Trust and Savings Association,
individually and as agent. (Form 10-Q, (Reg. No. 333-79209), Exhibit 4.1(vii),
filed May 16, 2001)
4.7(vi)* Amendment No. 4 to Amended and Restated Note and Warrant Purchase
Agreement dated as of April 18, 2001 by and between the Company and The
Prudential Insurance Company of America. (Form 10-Q, (Reg. No. 333-79209),
Exhibit 4.7(vi), filed May 16, 2001)
4.15* Junior Subordinated Loan Agreement dated as of April 27, 2001 by
and between the Company and Golder, Thoma, Cressey, Rauner Fund, IV, L.P.
(Form 10-Q, (Reg. No. 333-79209), Exhibit 4.15, filed May 16, 2001)
4.16* Warrant Agreement dated as of April 27, 2001 by and between the
Company and Golder, Thoma, Cressey, Rauner Fund, IV, L.P. (Form 10-Q,
(Reg. No. 333-79209), Exhibit 4.16, filed May 16, 2001)
4.17* Promissory Note dated as of April 27, 2001 by the Company in favor
of Golder, Thoma, Cressey, Rauner Fund, IV, L.P. in the principal amount of
$2,450,000. (Form 10-Q, (Reg. No. 333-79209), Exhibit 4.17, filed May 16, 2001)
10.51** Agreement of Purchase and Sale of Assets by and among Staker Paving
and Construction, Inc. and Jack B. Parson Companies, as Buyers, and Valley
Asphalt, Inc., Geodyne Beck Rock Products, Inc., Eagle Valley Materials, Inc.,
Monroc, Inc., and Western Aggregates, Inc., as the Sellers, and U.S. Aggregates,
Inc. and Oldcastle Materials, Inc., dated March 30, 2001.
* Incorporated by reference to the filing indicated
** Certain portions of the Exhibit have been omitted as confidential materials
under a pending Confidential Treatment Request filed with the Securities and
Exchange Commission.