UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Amendment 2
Under the Securities Exchange Act of 1934
U.S. RARE EARTHS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.00001 PER SHARE
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(Title of Class of Securities)
19655K 10 3
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(CUSIP Number)
Mr. J. Victor Lattimore Jr.
5600 Tennyson Parkway, Suite 190
Plano, Texas 75024
972-294-7190
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 2013
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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 Amendment 2, and
is filing this schedule because of Rule 13D-1(e), 13D-1(f) or 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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D AMENDMENT 2
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CUSIP NO. 19655K 10 3 PAGE 2
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mr. J. Victor Lattimore Jr. and his related entities
Unique Materials, LLC, Lattimore Properties, Inc. and
John and Mark Family Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
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NUMBER OF 7 SOLE VOTING POWER 4,733,607 SHARES
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SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 SHARES
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OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,733,607 SHARES
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REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0 SHARES
____________________________________________________________
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,733,607 SHARES
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12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D Amendment 2 ("13D") relates to the shares of common
stock, par value $0.00001 per share (the "Common Stock"), of U. S. Rare Earths,
Inc. ("USRE"), a Nevada corporation, whose principal executive office is located
at 12 Gunnebo Drive, Lonoke, Arkansas. The principal executive officer is Kevin
Cassidy, Chief Executive Officer.
This 13D provides notice of the position of Mr. J. Victor Lattimore Jr. and
his related entities Unique Materials, LLC, Lattimore Properties, Inc., John and
Mark Family Limited Partnership and the following transactions:
Convertible Secured Promissory Note with Unique Materials LLC
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On September 13, 2012, the Company entered into a Convertible Secured Promissory
Note ("Note or Note Agreement") with Unique Materials LLC, a Texas LLC
("Holder") affiliated with John Victor Lattimore, Jr., Chairman of the Company's
Board of Directors pursuant to which the Company agreed to issue a Note for
$650,000 at 5%.
On June 28, 2013, the Unique Materials LLC converted this Note and interest of
$25,644 into 675,644 of the Company's restricted common shares at $1.00 per
share.
Unsecured Promissory Note with Unique Materials LLC
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On November 20, 2012, the Company entered into a unsecured Promissory Note
("Note or Note Agreement") with Unique Materials LLC, a Texas LLC ("Holder")
affiliated with John Victor Lattimore, Jr., Chairman of the Company's Board of
Directors pursuant to which the Company agreed to issue a Note for $250,000 at
5%.
On June 28, 2013, the Unique Materials LLC converted this Note and interest of
$7,534 into 257,534 of the Company's restricted common shares at $1.00 per
share.
Unsecured Promissory Note with Unique Materials LLC
---------------------------------------------------
On February 4, 2013, the Company entered into a unsecured Promissory Note ("Note
or Note Agreement") with Unique Materials LLC, a Texas LLC ("Holder") affiliated
with John Victor Lattimore, Jr., Chairman of the Company's Board of Directors
pursuant to which the Company agreed to issue a Note for $150,000 at 5%.
On June 28, 2013, the Unique Materials LLC converted this Note and interest of
$2,950 into 152,950 of the Company's restricted common shares at $1.00 per
share.
Open market purchases of 7,200 shares of common stock.
ITEM 2. IDENTITY AND BACKGROUND.
This 13D is being filed pursuant to Rule 13D-1(a) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Lattimore Jr. is a
Texas citizen. This "Reporting Party" is an "institutional investor" or an
"accredited investor."
Information with respect to this Reporting Person is given solely by such
Reporting Person.
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Mr. Lattimore Jr. was appointed Chairman of the Board of Directors on June
27, 2011. Since 1996, Mr. Lattimore Jr. has served as President and Chairman of
the Board of Lattimore Properties, Inc. of Plano, Texas. From 1986 to 2011, he
was President of Lattimore Materials Company, LP, whose operations included
seven aggregate mines, 26 ready mix concrete plants, four rail terminals and
over 400 mixer and haul trucks. Lattimore Materials is the U.S.'s premier
concrete and aggregates supplier in the Southwest. Mr. Lattimore Jr. is a member
of the Board of the Congressional Medal of Honor Foundation. He is also on the
board of the National Center for Policy Analysis, a Dallas, Texas and
Washington, D.C.- based public policy think tank.
The principal business address of Mr. Lattimore Jr. is 5600 Tennyson
Parkway, Suite 190, Plano, Texas 75024.
During the last five years, the Reporting Person, to the best of his
knowledge, has not been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors). During the last five years, the Reporting
Person, to the best of his knowledge, has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See description to Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock were acquired for, and are being held for, investment
purposes.
This 13D provides notice of the position of Mr. J. Victor Lattimore Jr. and
his related entities Unique Materials, LLC, Lattimore Properties, Inc. John and
Mark Family Limited Partnership and the following transactions:
Convertible Secured Promissory Note with Unique Materials LLC
-------------------------------------------------------------
On September 13, 2012, the Company entered into a Convertible Secured Promissory
Note ("Note or Note Agreement") with Unique Materials LLC, a Texas LLC
("Holder") affiliated with John Victor Lattimore, Jr., Chairman of the Company's
Board of Directors pursuant to which the Company agreed to issue a Note for
$650,000 at 5%.
On June 28, 2013, the Unique Materials LLC converted this Note and interest of
$25,644 into 675,644 of the Company's restricted common shares at $1.00 per
share.
Unsecured Promissory Note with Unique Materials LLC
---------------------------------------------------
On November 20, 2012, the Company entered into a unsecured Promissory Note
("Note or Note Agreement") with Unique Materials LLC, a Texas LLC ("Holder")
affiliated with John Victor Lattimore, Jr., Chairman of the Company's Board of
Directors pursuant to which the Company agreed to issue a Note for $250,000 at
5%.
On June 28, 2013, the Unique Materials LLC converted this Note and interest of
$7,534 into 257,534 of the Company's restricted common shares at $1.00 per
share.
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Unsecured Promissory Note with Unique Materials LLC
---------------------------------------------------
On February 4, 2013, the Company entered into a unsecured Promissory Note ("Note
or Note Agreement") with Unique Materials LLC, a Texas LLC ("Holder") affiliated
with John Victor Lattimore, Jr., Chairman of the Company's Board of Directors
pursuant to which the Company agreed to issue a Note for $150,000 at 5%.
On June 28, 2013, the Unique Materials LLC converted this Note and interest of
$2,950 into 152,950 of the Company's restricted common shares at $1.00 per
share.
Open market purchases of 7,200 shares of common stock.
Other
The Reporting Person may purchase additional shares of Common Stock from
time to time depending upon price, market conditions, availability of funds,
evaluation of other investment opportunities, and other factors. The Reporting
Person have no present intention to sell any shares of Common Stock, although
any Reporting Person could determine from time to time, based upon the same
factors listed above for purchases, to sell some or all of the shares of Common
Stock held by such Reporting Person.
The Reporting Person do not have any plans or proposals that would result
in any of the actions or transactions described in clauses (a)through (j) of
Item 4 of Schedule 13D, except as previously disclosed in this Schedule 13D, as
amended, or as set forth above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) As of July 3, 2013, Mr. Lattimore Jr. beneficially owned 4,733,607
shares of Common Stock individually.
Mr. Lattimore Jr. owned 17.0% of the Common Stock outstanding, based on
total shares of Common Stock outstanding as of July 3, 2013 of 27,893,939
shares.
(b) As of July 3, 2013, Mr. Lattimore Jr. had sole voting power and sole
dispositive power with respect to 4,733,607 shares of Common Stock individually.
(c) Mr. Lattimore Jr. has acquired 2,115,178 shares of common stock of the
Company within the 60 days prior to the filing of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described herein, no Reporting Person nor any other person
referred to in Item 2 herein, has any contract, arrangements understandings or
relationship (legal or otherwise) with any person with respect to any securities
of the Issuer, including but not limited to the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
(a) Not applicable.
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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.
Dated: July 3, 2013
Mr. J. Victor Lattimore Jr. and his related entities
Unique Materials, LLC, Lattimore Properties, Inc. and
John and Mark Family Limited Partnership
By: /s/ J. Victor Lattimore Jr.
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Name: Mr. J. Victor Lattimore Jr. and his related entities
Unique Materials, LLC, Lattimore Properties, Inc. and
John and Mark Family Limited Partnership
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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