UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
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USEC,
Inc.
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(Name
of Issuer)
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Common
Stock, $.10 par value
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(Title
of Class of Securities)
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90333E108
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(CUSIP
Number)
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Jeffrey
ALAM
Group
General Counsel
Noble Group
Limited
18th
Floor, MassMutual Tower
38
Gloucester Road
Hong
Kong
(852)
2861-4583
with
a copy to
William
F. Barron, Esq.
18th
Floor, Hong Kong Club Building
3A
Chater Road, Central
Hong
Kong
(852)
2533-3300
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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June
2, 2010
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(Date
of Event which Requires Filing of this Statement)
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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-l(f) or
240.13d-l(g), check the following box. o
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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.
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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).
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CUSIP
No.
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90333E108
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1.
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NAME
OF REPORTING PERSON.
Noble
Group Limited
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o
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6.
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Citizenship
or Place of Organization
Bermuda
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
5,848,940
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
5,848,940
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10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,848,940
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.13%
(1)
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14.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1)
Calculated based upon 114,037,000 common stock of the Issuer outstanding as of
May 31, 2010.
Item
1. Security and Issuer
The class
of equity securities to which this statement relates is the common stock, $.10
par value per share (the “Shares”), of USEC, Inc., a
company organized
under the laws of Delaware (the “Issuer”). The
principal executive offices of the Issuer are located at Two Democracy Center,
6903 Rockledge Drive, Bethesda, Maryland 20817.
Item
2. Identity and Background
The name
of the person filing this statement is Noble Group Limited (the “Buyer”).
The
registered address of the Buyer is Clarendon House, Church Street, Hamilton, HM
11, Bermuda, and the address of the principal office of the Buyer is 18th Floor,
MassMutual Tower, 38 Gloucester Road, Hong Kong. The name,
business address, present principal occupation or employment, principal business
address of such employer (if not the Buyer) and citizenship of each director and
executive officer of the Buyer is set forth on Schedule A.
The Buyer
is an integrated global commodities supply chain manager, managing the global
supply chain of agricultural, industrial and energy products. The
Buyer operates a diversified portfolio of raw materials from over 80 offices in
more than 40 countries, originating products from low cost producing countries
and delivering to high growth demand markets - its "pipeline"
strategy.
During
the last five years, none of the Buyer, and to the best of Buyer’s knowledge,
none of the persons listed on Schedule A attached hereto, has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
has 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
The
purchase price for the 5,848,940 Shares acquired by the Buyer was
$30,194,176.53. The acquisition of the Shares was financed out of
internal funds or the working capital of the Buyer.
Item
4. Purpose of Transaction
The Buyer
acquired the Shares to which this statement relates as an
investment.
The Buyer
has extensive operations in the United States and has always operated with deep
respect for both the spirit and the letter of the laws and regulations in the
United States. In that regard, to the extent the Buyer has been able to
ascertain from information in the public domain, it believes that it has a good
understanding of both the spirit and the letter of the laws regarding
limitations on foreign ownership in the Issuer, and/or the restrictions
regarding influence over the Issuer by a foreign party.
The
Buyer’s decision to acquire the Shares to which this statement relates was
driven by its strong belief that there will be a significant and growing need
for the products and services the Issuer provides in the markets where the
Buyer has a strong position. The Buyer desires to work with the Issuer to
better position the Issuer in international markets where the buyer has unique
expertise. The Buyer believes that such cooperation would be mutually beneficial
to the Issuer and the Buyer, and would also serve well global environmental
concerns, coupled with the strategic and economic interests of the United States
and the global community of nations that have a collective interest in the safe
production and use of nuclear fuel.
The Buyer
acquired the Shares to which this statement relates on the basis of the reasons
set forth above. If, at any time, it is determined that this investment is
inconsistent with regulatory or policy requirements or similar factors in the United
States, the Buyer will be prepared to take any reasonable and appropriate
actions with respect to its holdings in the Issuer.
Page 3 of
8
Except as
set forth above, none of the Buyer, and to the best of the Buyer’s knowledge,
none of the persons listed in Schedule A, has any plans or proposals which
relate to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Issuer, 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 Issuer; (f) any
other material change in the Issuer’s business or corporate structure including
but not limited to, if the Issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by Section 13 of the Investment Company Act of 1940; (g)
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer 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 Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer
(a) The
Buyer beneficially owns 5,848,940 Shares, representing approximately 5.13% of
the outstanding Shares of the Issuer, calculated based upon 114,037,000 Shares
outstanding as of May 31, 2010.
Except as
set forth in this Item 5(a), Buyer does not, and, to the best of its knowledge,
the persons named in Schedule A hereto do not, beneficially own any
Shares.
(b) Upon
completion of the Transaction, the Buyer will have the sole power to vote and to
dispose of 5,848,940 Shares.
(c) Information
concerning transactions in Shares that have been effected during the past 60
days by the Buyer is set forth in Schedule B.
(d) Inapplicable.
(e) Inapplicable.
Item
6.
Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
To the
best knowledge of the Buyer, there are no contracts, arrangements, understanding
or relationships (legal or otherwise), 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 loss, or the giving up or withholding of proxies, between the persons
enumerated in Item 2, and any other person, with respect to any securities of
the Issuer, including any securities pledged or otherwise subject to contingency
the occurrence of which would give another person voting power or investment
power over such securities.
Item
7. Material to be Filed as Exhibits
Inapplicable.
Page 4 of
8
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.
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June
7, 2010
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Date
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| /s/ Jeffrey Alam | |
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Signature
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Jeffrey
ALAM, Group General Counsel
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(Name/Title)
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Page 5 of
8
SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF BUYER
The name,
business address, title, present principal occupation or employment of each of
the directors and executive officers of the Noble Group Limited (the “Buyer”)
are set forth below. If no business address is given, the director’s
or officer’s business address is 18th
Floor, MassMutual Tower, 38 Gloucester Road, Hong Kong. Unless
otherwise indicated, each occupation set forth opposite an individual’s name
refers to the Buyer.
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Name
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Citizenship
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Present
Principal Occupation Including Name and
Address
of Employer and Business Address (if different from the
Buyer)
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Directors
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Richard
Samuel
Elman
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British
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Founder
and Executive Chairman of the Board of Directors of Noble Group Limited.
Mr. Elman is also the Chairman of the Finance Committee and the Operations
Committee, the Vice-Chairman of Investments and Capital Markets Committee
and an ex-officio member of the Remuneration and Options Committee of
Noble Group Limited.
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Harindarpal
Singh
Banga
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Indian
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Vice-Chairman
of the Board Of Directors of Noble Group Limited. Mr. Banga is also the
Chairman of the Management Committee, the Vice-Chairman of the Operations
Committee, Finance Committee and the Social Responsibility Committee, and
also serves on the Investments and Capital Markets Committee, Corporate
Governance Committee and the Risk Committee of Noble Group
Limited.
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Ricardo
Leiman
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Dutch
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Chief
Executive Officer of Noble Group Limited. Mr. Leiman is the Chairman of
the Risk Committee. He also serves on the Investments and
Capital Markets Committee, the Finance Committee, the Social
Responsibility Committee and the Operations Committee of Noble Group
Limited.
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Milton
M. Au
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Canadian
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Non-Executive
Director. Mr. Au is also the Vice-Chairman of the Audit Committee, and
also serves on the Investments and Capital Markets Committee, the Finance
Committee and the Operations Committee of Noble Group
Limited.
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Tobias
Josef
Brown
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American
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Independent
Non-Executive Director. Mr. Brown is currently Managing Director of UCL
Asia Limited at 202 Baskerville House, 13
Duddell Street, Central, Hong Kong.
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Iain
Ferguson
Bruce
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British
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Independent
Non-Executive Director. Mr. Bruce is currently the Chairman of KCS Limited
at 8/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong. Mr. Bruce is
the Chairman of the Audit Committee and also serves on the Corporate
Governance Committee, the Nominating Committee and the Social
Responsibility Committee of Noble Group Limited.
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Robert
Tze Leung
Chan
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British
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Independent
Non-Executive Director. Mr. Chan is currently the Chief Executive Officer
of United Overseas Bank, Hong Kong at 25/F Gloucester Tower, 15 Queen’s
Road Central, Hong Kong. Mr. Chan also serves on the Audit Committee and
the Remuneration and Options Committee and Social Responsibility Committee
of Noble Group Limited.
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Dr.
Kenneth
Stuart
Courtis
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Canadian
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Independent
Non-Executive Director. Dr. Courtis is an Independent Non-Executive
Director of Capitaland Limited, a Singapore listed company at 168 Robinson
Road, #30-01 Capital Tower, Singapore 068912. Dr. Courtis also serves on
the Investments and Capital Markets Committee and the Nominating Committee
of Noble Group Limited.
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Page 6 of
8
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Name
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Citizenship
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Present
Principal Occupation Including Name and
Address
of Employer and Business Address (if different from the
Buyer)
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David
Gordon
Eldon
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British
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Senior
Independent Non-Executive Director. Mr. Eldon is presently a Senior
Adviser to PricewaterhouseCoopers in Hong Kong at 22/F Prince’s Building,
No. 10 Chater Road, Central, Hong Kong.
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Ambassador
Burton
Levin
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American
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Independent
Non-Executive Director. Ambassador Levin is Chairman – Emeritus of the
Hopkins Nanjing Center at
the Johns Hopkins University – SAIS 172, Jinxian Road, Suite 102,
Shanghai 200020, China. Ambassador Levin is the Chairman
of the Nominating Committee and the Social Responsibility Committee, and
the Vice-Chairman of the Corporate Governance Committee of Noble Group
Limited.
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Edward
Walter
Rubin
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Canadian
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Independent
Non-Executive Director. Mr. Rubin is also the Chairman and Managing
Director of a private investment company named Corton Hill
Investments Limited, Suite 2202 Fairmont House, 8 Cotton Tree Drive, Hong
Kong,
and is the Chairman of the Remuneration and Options Committee, and also
serves on the Audit Committee and the Corporate Governance Committee of
Noble Group Limited.
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Alan
Howard
Smith
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British
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Independent
Non-Executive Director. Mr. Smith is the Chairman of the Investments and
Capital Markets Committee and the Corporate Governance Committee, the
Vice-Chairman of the Nominating Committee and serves on the Remuneration
and Options Committee of Noble Group Limited.
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Executive
Officers (who are not Directors)
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William
Randall
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Australian
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Global
Head of Coal and Coke.
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Stephen
J. Marzo
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American
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Group
Chief Financial Officer.
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Diego
Barbero
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Swiss
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Head
of Grains, Oilseed and Cotton.
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Louis
Tang
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Chinese
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Chief
Accounting Officer.
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David
J. Beringer
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British
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Group
Finance Director.
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Wildrik
de Blank
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Dutch
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Group
Treasurer.
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Jeffrey
Alam
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British
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Group
General Counsel.
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Bharat
Sundavadra
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British
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Assistant
General Counsel.
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Nicholas
Brewer
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British
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Group
Chief Operating Officer.
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Lelia
Konyn
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Israeli
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Group
Human Resources Director.
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Stephen
Brown
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British
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Director,
Investor Relations.
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Tim
Eyre
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British
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Legal
Counsel.
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Page 7 of
8
SCHEDULE
B
TRANSACTIONS
IN SHARES BY THE BUYER WITHIN THE LAST 60 DAYS
All of
the purchases of Shares set forth below were made by the Buyer in the open
market
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Date
of Transaction
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Number
of Shares Purchased
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Price
Per Share
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Aggregate
Purchase Price
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05/25/2010
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1,829,264
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$4.9504
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$9,055,588.51
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05/27/2010
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819,676
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$4.9930
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$4,092,642.27
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05/28/2010
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938,793
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$5.2162
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$4,896,932.05
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06/01/2010
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1,024,076
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$5.1655
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$5,289,864.58
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06/02/2010
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1,237,131
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$5.5444
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$6,859,149.12
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Page 8
of 8