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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 7)*
United States Lime & Minerals, Inc.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
911922 10 2
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(CUSIP Number)
George M. Doumet
President
Inberdon Enterprises Ltd.
1020-789 West Pender Street
Vancouver, British Columbia V6C 1H2
(604) 683-9641
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 5, 2003
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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.
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* 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
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CUSIP NO. 911922 10 2 13D PAGE 2 OF 8
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INBERDON ENTERPRISES LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX 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
BRITISH COLUMBIA, CANADA
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7 SOLE VOTING POWER
3,478,390
NUMBER OF SHARES --------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
63,643
OWNED BY EACH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING PERSON
3,478,390
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
63,643
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,542,033
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12 check box if the aggregate amount in row (11) excludes certain shares*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP NO. 911922 10 2 13D PAGE 3 OF 8
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CREDIT TRUST S.A.L.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX 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
LEBANON
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7 SOLE VOTING POWER
0
NUMBER OF SHARES --------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
63,643
OWNED BY EACH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING PERSON
0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
63,643
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,643
--------------------------------------------------------------------------------
12 check box if the aggregate amount in row (11) excludes certain shares*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP NO. 911922 10 2 13D PAGE 4 OF 8
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This Amendment No. 7 amends and supplements the statement on Schedule
13D filed by Inberdon Enterprises Ltd. with the Securities and Exchange
Commission (the "SEC") and dated May 10, 1993, as amended by Amendment No. 1
dated October 21, 1996 ("Amendment No. 1"), Amendment No. 2 dated December 23,
1996 ("Amendment No. 2"), Amendment No. 3 dated August 12, 1997 ("Amendment No.
3"), Amendment No. 4 dated September 5, 2000 ("Amendment No. 4"), Amendment No.
5 dated February 8, 2001 ("Amendment No. 5"), and Amendment No. 6 dated
September 26, 2001 ("Amendment No. 6"). The Schedule 13D, as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, and Amendment No. 6, and as now further amended is collectively referred
to as the "Schedule 13D". This Amendment No. 7 is being filed to reflect, among
other things, the addition of a new reporting person. Except as specifically
amended by this Amendment No. 7, the Schedule 13D remains in full force and
effect.
ITEM 1. SECURITY AND ISSUER.
Item 1 is amended to read in its entirety as follows:
The Schedule 13D relates to the common stock, par value $0.10 per
share, of United States Lime & Minerals, Inc., a Texas corporation (the
"Company"). The Company's principal executive offices are located at 13800
Montfort Drive, Suite 330, Dallas, Texas 75240.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended by adding the following:
Amendment No. 7 is being filed jointly by each of the following
pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as
amended: Inberdon Enterprises Ltd. ("Inberdon"), a corporation organized under
the laws of British Columbia, Canada, and Credit Trust S.A.L., a corporation
organized under the laws of Lebanon ("Credit Trust", and together with Inberdon,
the "Reporting Persons").
The Reporting Persons are making a single joint filing pursuant to Rule
13d-1(k). Information with respect to each of the Reporting Persons is given
solely by such Reporting Person, and no Reporting Person has resonsibility for
the accuracy or completeness of information supplied by another Reporting
Person. By their signature on this Amendment No. 7, each of the Reporting
Persons agrees that this Amendment No. 7 is filed on behalf of such Reporting
Person.
The information required by this Item 2 for Inberdon has been
previously reported in the Schedule 13D. The information required by this Item 2
for Credit Trust follows:
Credit Trust is a corporation organized under the laws of Lebanon. The
principal business and executive office address of Credit Trust is Boulus Fayad
Building, Port Street, Beirut Lebanon, P.O. Box 11-1113 Beirut, Lebanon.
Credit Trust is principally engaged in various investing activities.
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CUSIP NO. 911922 10 2 13D PAGE 5 OF 8
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The name and citizenship, present principal occupation or employment,
and the name, principal business and address where employed of each executive
officer and director of Credit Trust are as follows:
Name, Business and Address
Name and Citizenship Principal Occupation Where Employed
------------------------- --------------------- -------------------------------
Agop Tchopourian, Lebanon Accountant, Director Credit Trust S.A.L.
Boulus Fayad Building,
Port Street, Beirut Lebanon,
P.O. Box 11-1113
Beirut, Lebanon
------------------------- --------------------- -------------------------------
Nadim Debs Businessman, Director Credit Trust S.A.L.
Boulus Fayad Building,
Port Street, Beirut Lebanon,
P.O. Box 11-1113
Beirut, Lebanon
------------------------- --------------------- -------------------------------
Elias Doumet, Lebanon President, Director Credit Trust S.A.L.
Boulus Fayad Building,
Port Street, Beirut Lebanon,
P.O. Box 11-1113
Beirut, Lebanon
------------------------- --------------------- -------------------------------
During the last five years, neither Credit Trust, nor to the knowledge
of Credit Trust, any of its officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdeamenors) or
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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by adding the following:
On August 5, 2003, the Company sold Credit Trust a subordinated note in
the principal amount of $5,500,000 in a private placement. The private placement
also included a warrant (the "Warrant") providing Credit Trust with the right to
purchase 63,643 shares of the Company's common stock, par value $0.10 per share
("Common Stock"), at an initial exercise price of $3.84 per share (subject to
adjustment). The rights to purchase shares of Common Stock under the Warrant are
immediately exercisable and remain exercisable until 5:00 p.m. Dallas, Texas
time on August 5, 2009. Credit Trust paid for the subordinated note and Warrant
from its working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding the following:
Credit Trust purchased the subordinated note and Warrant for investment
purposes. Credit Trust does not have any plans or proposals that relate to or
would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
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CUSIP NO. 911922 10 2 13D PAGE 6 OF 8
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(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by adding the following:
Inberdon:
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(a) Aggregate number of shares and percentage of the class
beneficially owned:
3,542,033 shares, or 60.4% of the outstanding Common Stock.
(b) Sole power to vote: 3,478,390
Shared power to vote: 63,643
Sole power to direct the disposition: 3,478,390
Shared power to direct the disposition: 63,643
Inberdon may be deemed to share voting and dispositive power of the
63,643 shares of Common Stock directly beneficially owned by Credit Trust by
virtue of the family and business relationships of the officers and directors of
the two corporations.
(c) On August 5, 2003, pursuant to the terms of the Warrant, Credit
Trust acquired the right to purchase 63,643 shares of Common Stock at an initial
exercise price of $3.84 per share.
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CUSIP NO. 911922 10 2 13D PAGE 7 OF 8
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(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock disclosed herein.
(e) Not applicable.
Credit Trust:
------------
(a) Aggregate number of shares and percentage of the class
beneficially owned:
63,643 shares, or 1.1% of the outstanding Common Stock.
(b) Sole power to vote: 0
Shared power to vote: 63,643
Sole power to direct the disposition: 0
Shared power to direct the disposition: 63,643
Inberdon may be deemed to share voting and dispositive power of the
63,643 shares of Common Stock directly beneficially owned by Credit Trust by
virtue of the family and business relationship of the officers and directors of
the two corporations.
(c) On August 5, 2003, pursuant to the terms of the Warrant, Credit
Trust acquired the right to purchase 63,643 shares of Common Stock at an initial
exercise price of $3.84 per share.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock disclosed herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended by adding the following:
Neither Credit Trust nor its officers or directors has any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Company, including but not limited to
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. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended by adding the following:
Exhibit Title
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Exhibit A Joint Filing Agreement.
Exhibit B Note and Warrant Purchase Agreement, dated as of
August 5, 2003, by and among United States Lime &
Minerals, Inc. and Credit Trust S.A.L.,
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CUSIP NO. 911922 10 2 13D PAGE 8 OF 8
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ABB Finance Limited and R.S. Beall Capital Partners, LP.
(filed as Exhibit 10.1 to the Company's Form 10-Q filed
with the SEC on August 13, 2003 (the "10-Q") and
incorporated herein by reference).
Exhibit C Form of 14% Subordinated PIK Note Due 2008 (filed as
Exhibit 10.2 to the 10-Q filed and incorporated herein
by reference).
Exhibit D Form of Common Stock Purchase Warrant (filed as Exhibit
10.3 to the 10-Q filed and incorporated herein by
reference).
Exhibit E Registration Rights Agreement, dated as of August 5,
2003, by and among United States Lime & Minerals, Inc.
and Credit Trust S.A.L., ABB Finance Limited and R.S.
Beall Capital Partners, LP. (filed as Exhibit 10.4 to
the 10-Q filed and incorporated herein by reference).
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.
INBERDON ENTERPRISES LTD.
Date: August 15, 2003 By: /s/ Elizabeth Sears
--------------- ----------------------------
Name: Elzabeth Sears
Title: Vice President
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.
CREDIT TRUST S.A.L.
Date: August 15, 2003 By: /s/ M. Michael Owens
--------------- -----------------------------
Name: M. Michael Owens
Title: Authorized Representative
Exhibit Index
Exhibit Title
------- -----
Exhibit A Joint Filing Agreement.
Exhibit B Note and Warrant Purchase Agreement, dated as of August 5,
2003, by and among United States Lime & Minerals, Inc. and
Credit Trust S.A.L., ABB Finance Limited and R.S. Beall
Capital Partners, LP. (filed as Exhibit 10.1 to the
Company's Form 10-Q filed with the SEC on August 13, 2003
(the "10-Q") and incorporated herein by reference).
Exhibit C Form of 14% Subordinated PIK Note Due 2008 (filed as
Exhibit 10.2 to the 10-Q filed and incorporated herein
by reference).
Exhibit D Form of Common Stock Purchase Warrant (filed as Exhibit
10.3 to the 10-Q filed and incorporated herein by
reference).
Exhibit E Registration Rights Agreement, dated as of August 5, 2003,
by and among United States Lime & Minerals, Inc. and
Credit Trust S.A.L., ABB Finance Limited and R.S. Beall
Capital Partners, LP. (filed as Exhibit 10.4 to the 10-Q
filed and incorporated herein by reference).