On March 26, 2007, several subsidiaries of U.S. Concrete, Inc. entered into a contribution agreement with the Edw. C. Levy Co. relating to the formation of a ready-mixed concrete joint venture that will operate in Michigan.  The joint venture will be conducted through a newly formed limited liability company, which will have several operating subsidiaries.  Under the contribution agreement, U.S. Concrete subsidiaries will become members of the limited liability company by contributing their ready-mixed concrete and related concrete products assets in Michigan to the joint venture in exchange for an aggregate 60 percent ownership interest, and Levy will become a member by contributing all of its ready-mixed concrete and related concrete products assets for a 40 percent ownership interest.  The joint venture, which will operate primarily under the trade name Superior Materials, will own and operate 28 ready-mixed concrete plants, a 24,000-ton cement terminal and approximately 300 ready-mixed concrete trucks.

          The effective date for the contributions under the contribution agreement will be  April 1, 2007.  In conjunction with the contributions and other joint venture formation transactions, a series of ancillary agreements will also be entered into effective as of that date.

          For financial reporting purposes, U.S. Concrete expects to include the joint venture in U.S. Concrete’s consolidated accounts.  The joint venture will also establish its own credit facility apart from U.S. Concrete’s current revolving credit facility for working capital needs and general corporate purposes.

          The terms of the contribution agreement, a copy of which is being filed as Exhibit 10.1 to this report, are hereby incorporated by reference in their entirety.

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