USLM United States Lime and Minerals Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

United States Lime & Minerals, Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

911922 10 2

(CUSIP Number)

George M. Doumet Inberdon Enterprises Limited Candou Holdings Ltd. 1020-789 West Pender Street Vancouver, British Columbia V6C 1H2 (604) 683-9641

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 22, 2024

(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 §§ 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 Rule 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).

 

 

 

CUSIP No.  911922 10 2

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SCHEDULE 13D

 

1	NAME OF REPORTING PERSON   George Doumet
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ☐ (b)     ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   3,530,756
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   3,530,756

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,530,756
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   61.84%
14	TYPE OF REPORTING PERSON   IN

 

 

CUSIP No.  911922 10 2

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SCHEDULE 13D

 

1	NAME OF REPORTING PERSON   INBERDON ENTERPRISES LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ☐ (b)     ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   MALTA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   3,530,756
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   3,530,756
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,530,756
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   61.84%
14	TYPE OF REPORTING PERSON   CO

 

 

CUSIP No.  911922 10 2

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SCHEDULE 13D

 

1	NAME OF REPORTING PERSON   CANDOU HOLDINGS LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ☐ (b)     ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   3,530,756
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   3,530,756

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,530,756
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   61.84%
14	TYPE OF REPORTING PERSON   OO

 

 

CUSIP No.  911922 10 2

Page 5 of 9

 

SCHEDULE 13D

 

Explanatory Note

 

This Amendment No. 10 (the “Amendment No. 10”) is filed jointly by George Doumet (“Doumet”), Inberdon Enterprises Limited (“Inberdon”), and Candou Holdings Ltd. (“Candou” and, together with Doumet and Inberdon, the “Reporting Persons”), and amends and supplements the initial Schedule 13D (the “Schedule 13D”) filed by Inberdon with the Securities and Exchange Commission (the “SEC”) dated May 10, 1993, and as thereafter amended and supplemented by Amendment No. 1 to the Schedule 13D dated October 21, 1996, Amendment No. 2 to the Schedule 13D dated December 23, 1996, Amendment No. 3 to the Schedule 13D dated August 12, 1997, Amendment No. 4 to the Schedule 13D dated September 5, 2000, Amendment No. 5 to the Schedule 13D dated February 8, 2001, Amendment No. 6 to the Schedule 13D dated September 26, 2001, Amendment No. 7 to the Schedule 13D dated August 15, 2003, Amendment No. 8 to the Schedule 13D dated May 8, 2007, and Amendment No. 9 to the Schedule 13D dated January 24, 2023, with respect to the common stock, par value $0.10 per share (the “Common Stock”), of United States Lime & Minerals, Inc. (the “Company”), whose principal executive offices are located at 5429 LBJ Freeway, Suite 230, Dallas, Texas 75240,. The purpose of this filing is to add Candou as a reporting person under this Schedule 13D. Except as specifically amended and supplemented by this Amendment No. 10, the Schedule 13D remains in full force and effect.

 

Item 2.

Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) Doumet is a natural person and a citizen of Canada. Inberdon is a company organized under the laws of Malta. Candou is a family trust organized under the laws of Canada.

 

(b) and (c) The address for the Reporting Persons is 1020-789 West Pender Street, Vancouver, British Columbia V6C 1H2. The principal business of Inberdon is as a private investment holding company. The principal business of Candou is as a family trust. The name, business address and principal occupation or employment of each director, executive officer and controlling person of Inberdon is set out in Annex A. The name, business address and principal occupation or employment of each director, executive officer and controlling person of Candou is set out in Annex B to this Amendment No. 10.

 

(d) and (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of Inberdon’s or Candou’s officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) 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.

 

(f) The citizenship of each director, executive officer and controlling person of Inberdon and Candou is set out in Annex A and Annex B, respectively, to this Amendment No. 10.

 

Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the shares of Common Stock. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

 

 

CUSIP No.  911922 10 2

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SCHEDULE 13D

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

The Reporting Persons currently intend the shares of Common Stock to be held for investment purposes, and expect to evaluate on an ongoing basis their interest in, and intentions with respect to, the shares of Common Stock and the Company. Accordingly, the Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate. In particular, the Reporting Persons may at any time and from time to time (including in open market, privately negotiated or other transactions) acquire additional securities of the Company or its subsidiaries, including additional shares of Common Stock; dispose of all or a portion of the securities of the Company or its subsidiaries, including the shares of Common Stock they now beneficially own or other securities of the Company and its subsidiaries they may hereafter acquire; and/or enter into derivative transactions with institutional counterparties to hedge the market risk of some or all of their position in such securities. The Reporting Persons may also encourage the consideration or exploration of any of the items enumerated in the following paragraph, including, without limitation, through communications with directors (including Antoine M. Doumet who is Doumet’s brother and the Chairman of the Company), management, existing or prospective security holders, investors or lenders of the Company, as well as with existing or potential strategic partners, industry analysts and other investment and financing professionals.

 

Except as described above in this Item 4, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the following: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (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 of 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 Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Persons may in the future contemplate or adopt plans or proposals which relate to any of the actions enumerated in the preceding sentence.

 

 

CUSIP No.  911922 10 2

Page 7 of 9

 

SCHEDULE 13D

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

The responses to this Item 5 and the information on the cover page are based on there being 5,709,154 shares of Common Stock outstanding, as reported on the Company’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2024, filed with the SEC on May 1, 2024.

 

The information set forth in Item 2 of this Amendment No. 10 and the cover pages of this Amendment No. 10 are hereby incorporated by reference into this Item 5.

 

(a) and (b) Inberdon is the direct beneficial owner of 3,530,756 shares of Common Stock, which represents 61.84% of the outstanding shares of Common Stock. Doumet is the owner of Candou. Candou owns 100% of the voting shares of Candou Industries Ltd. Candou Industries Ltd. is the sole owner of Inberdon. Thus, Doumet and Candou may be deemed to share voting and dispositive power with Inberdon over the shares of Common Stock beneficially owned or deemed to be beneficially owned by Inberdon.  

 

(c) Except as otherwise disclosed herein, the Reporting Persons have not effected any transaction in the shares of Common Stock in the last 60 days.

 

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the shares of Class A Common Stock beneficially owned by the Reporting Persons.

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended and restated in its entirety as follows:

 

None of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of Candou’s or Inberdon’s directors, executive officers or controlling persons, 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.

 

 

CUSIP No.  911922 10 2

Page 8 of 9

 

SCHEDULE 13D

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit No.		Description
99.1		Joint Filing Agreement, dated as of May 23, 2024, between the Reporting Persons.

 

 

CUSIP No.  911922 10 2

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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 Amendment No. 10 is true, complete and correct. 

 

Dated: May 23, 2024

 

	/s/ George Doumet
	George Doumet

 

	INBERDON ENTERPRISES LIMITED
	By:	/s/ Warren MacKenzie
		Name:	Warren MacKenzie
		Title:	Vice President

 

	CANDOU HOLDINGS LTD.
	By:	/s/ George Doumet
		Name:	George Doumet
		Title:	Owner

 

 

Annex A

 

Inberdon Enterprises Limited

 

Directors and Officers

 

Name		Business Address		Principal Occupation or Employment		Citizenship
George Doumet		c/o Inberdon Enterprises Limited 1020-789 West Pender Street Vancouver, British Columbia V6C 1H2		Director and President of Inberdon Enterprises Limited		Canada
Ray Stafrace		c/o Inberdon Enterprises Limited 1020-789 West Pender Street Vancouver, British Columbia V6C 1H2		Director of Inberdon Enterprises Limited		Malta
Warren MacKenzie		c/o Inberdon Enterprises Limited 1020-789 West Pender Street Vancouver, British Columbia V6C 1H2		Vice President of Inberdon Enterprises Limited		Canada

 

 

Annex B

 

Candou Holdings Ltd.

 

Name		Business Address		Principal Occupation or Employment		Citizenship
George Doumet		c/o Candou Holdings Ltd. 1020-789 West Pender Street Vancouver, British Columbia V6C 1H2		Owner of Candou Holdings Ltd.		Canada

 

 

 

Exhibit 99.1

 

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 13D (including any and all amendments thereto) with respect to the shares of common stock of United States Lime & Minerals, 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 13D and any amendments thereto, and for the accuracy and completeness of 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 that such 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, the undersigned have executed this Joint Filing Agreement as of May 23, 2024.

 

	/s/ George Doumet
	George Doumet

 

	INBERDON ENTERPRISES LIMITED
	By:	/s/ Warren MacKenzie
		Name:	Warren MacKenzie
		Title:	Vice President

 

	CANDOU HOLDINGS LTD.
	By:	/s/ George Doumet
		Name:	George Doumet
		Title:	Owner

 

 

 

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